RVM Revett Mining Company (DE)

UNITED STATES
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) June 15, 2015

REVETT MINING COMPANY, INC.
(Exact name of small business issuer in its charter)

11115 East Montgomery, Suite G
Spokane Valley, Washington 99206
(Address of principal executive offices)

Registrant’s telephone number: (509) 921-2294

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General instructions A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14 a-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))

TABLE OF CONTENTS

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 12, 2015, the stockholders of Revett Mining Company, Inc. (“Revett”, the “Company” or the “registrant”) approved an Agreement and Plan of Merger, dated as of March 26, 2015, as amended (the “Merger Agreement”), by and among the Company, Hecla Mining Company, a Delaware corporation (“Hecla”), and RHL Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Hecla (“Merger Sub”). On June 15, 2015, pursuant to the Merger Agreement, Merger Sub was merged with and into Revett. Upon the completion of the Merger, Revett became a wholly-owned subsidiary of Hecla.

At the effective time and as a result of the Merger, each outstanding share of common stock of Revett (other than shares owned by Revett, Hecla or Merger Sub, which will be cancelled) were converted into the right to receive 0.1622 of a share of common stock of Hecla, with cash to be paid in lieu of fractional shares.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the merger, the Company notified the NYSE MKT and the Toronto Stock Exchange on June 15, 2015 that the merger had been approved by the Company’s stockholders. Revett’s shares are expected to be delisted from the Toronto Stock Exchange with effect from the close of trading on or about June 17, 2015, and the NYSE MKT is expected to suspend trading in Revett shares on June 16, 2015. The NYSE MKT will file a delisting application on Form 25 with the Securities and Exchange Commission (the “SEC”) to report that the shares of the Company’s common stock are no longer listed on NYSE MKT.

Item 3.03 Material Modification to Rights of Security Holders.

At the effective time and as a result of the Merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.1622 of a share of common stock of Hecla, with cash to be paid in lieu of fractional shares.

Item 5.01 Changes in Control of Registrant.

Upon the closing of the merger, a change in control of the Company occurred, and the Company now is a wholly owned subsidiary of Hecla, as described in Item 2.01 of this Current Report on Form 8-K. At the effective time and as a result of the Merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger was converted into 0.1622 of a share of common stock of Hecla, with cash to be paid in lieu of fractional shares.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, each of John G. Shanahan, Larry M. Okada, Timothy R. Lindsey, Albert F. Appleton and John B. McCombie resigned his respective position as a member of the board of directors of the Company and any committee of the board, effective as of the closing of the merger.

In connection with the Merger, each of John G. Shanahan, Kenneth Eickerman, Doug Stiles and Monique Hayes resigned from their respective positions as officers of the Company, effective as of the closing of the merger.

Item 8.01 Termination of the Company’s Equity Incentive Plan

In connection with the Merger, the board of directors of the Company terminated the Revett Mining Company, Inc. Equity Incentive Plan (formerly known as the Revett Minerals Inc. Equity Incentive Plan (the “Plan”), which was adopted by the Company’s stock holders on June 19, 2007 and amended on June 16, 2009. All options outstanding under the Plan were cancelled, in accordance with sections 8.1 and 9.1 of the Plan, effective as of the closing of the merger.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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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, thereunto duly authorized.

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Exhibit 2.2

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 to Agreement and Plan of Merger, dated May 5,2015 (the “Amendment”), among Revett Mining Company, Inc., a Delaware corporation (the “Company”), Hecla Mining Company, a Delaware corporation (“Parent”), and RHL Holdings, Inc., a Delaware corporation (“Merger Sub”, and together with the Company and Parent, the “Parties”, and each, a “Party”).

WHEREAS, the Parties have entered into that certain Agreement and Plan of Merger, dated March 26, 2015 (the “Merger Agreement”); and

WHEREAS, the Parties desire to amend the Merger Agreement in order to clarify the treatment of the outstanding warrants to purchase shares of the Company’s common stock in connection with the Merger (as defined in the Merger Agreement) on the terms and subject to the conditions set forth herein; and

WHEREAS, pursuant to Section 8.6 of the Merger Agreement, the Merger Agreement may be amended by the Parties by action taken by the Board of Directors of the Parties and an instrument in writing signed by the Parties.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.      Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Merger Agreement.

2.      Amendments to the Merger Agreement. As of the date hereof, the Merger Agreement is hereby amended or modified as follows:

(a)      Section 3.2.2 of the Merger Agreement is hereby deleted in its entirety and replaced with the following:

At the Effective Time, and in accordance with the terms of each warrant to purchase shares of Company Stock that is listed on Section 4.2.3 of the Company Disclosure Schedule (collectively, the “Warrants”) and that is issued and outstanding immediately prior to the Effective Time, Parent shall issue a replacement warrant to each holder thereof providing that such replacement warrant shall be exercisable for a number of shares of Parent Common Stock (without interest, and subject to deduction for any required withholding Tax, with no issuance of fractional shares and the number of such shares rounded down) equal to the product of (i) the Exchange Ratio and (ii) the number of shares subject to such Warrant, with an exercise price of $6.17 per share of Parent Common Stock, pursuant to and in accordance with such holder’s Warrant (as amended). Prior to the Closing, the board of directors of the Company shall approve amendments to the Warrants to reflect the treatment of the Warrants pursuant to this Section 3.2.2 pursuant to and in accordance with Section 14(d) of the Warrants.

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(b)      The second sentence of Section 6.4.1 of the Merger Agreement is hereby amended by deleting the word “Board” from the phrase “Company Board Recommendation.”

3.      Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Merger Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Merger Agreement or of any other Transaction Document or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the date hereof, each reference in the Merger Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import will mean and be a reference to the Merger Agreement as amended by this Amendment.

4.      Representations and Warranties. Each Party hereby represents and warrants to the other Parties that:

(a)      It has the full right, corporate power and authority to enter into this Amendment and to perform its obligations hereunder and under the Merger Agreement as amended by this Amendment.

(b)      This Amendment has been executed and delivered by such Party and (assuming due authorization, execution and delivery by the other Parties hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity.

5.      Miscellaneous.

(a)      This Amendment is governed by, and shall be construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws provisions of such state.

(b)      This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

(c)      The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.

(d)      This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.

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(e)      This Amendment constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

* * * * *

(signature page follows)

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

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Exhibit 99.1

Revett Mining Company Receives Stockholder Approval for Proposed Merger with Hecla

Spokane Valley, Washington, June 12, 2015; Revett Mining Company, Inc. (NYSE MKT: RVM / TSX: RVM) (“Revett” or the “Company”) announced today that its stockholders have approved a proposed merger with Hecla Mining Company at a special meeting held today in Spokane Valley, WA. 64.62 percent of the company’s shares outstanding were voted with more than 95 percent of the votes cast in favor of the proposal, representing more than 61 percent of Revett’s issued and outstanding shares.

The closing of the merger is anticipated to occur on Monday, June 15, 2015. Under the terms of the merger agreement, each outstanding common share of Revett will be exchanged for 0.1622 of a common share of Hecla, with cash paid in lieu of fractional shares.

About Revett

Revett, through its subsidiaries, owns and operates the Troy Mine currently on care and maintenance in Lincoln County, Montana and the permitting-stage Rock Creek Project located in Sanders County, Montana, USA.

About Hecla

Hecla Mining Company (NYSE:HL) is a leading low-cost U.S. silver producer with operating mines in Alaska and Idaho, and is a gold producer with an operating mine in Quebec, Canada. The Company also has exploration and pre-development properties in six world-class silver and gold mining districts in the U.S., Canada, and Mexico, and an exploration office and investments in early-stage silver exploration projects in Canada.

John Shanahan
President & CEO

For more information, please contact: Monique Hayes, Corporate Secretary/Director Investor Relations at: (509) 921-2294 or visit our website at www.revettmining.com.

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Except for the statements of historical fact contained herein, the information presented in this news release may contain "forward-looking statements" within the meaning of applicable Canadian securities legislation and The Private Securities Litigation Reform Act of 1995. Generally, these forward looking statements can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "is not expected", "budget", "schedule", "estimates", "forecasts", "intends", "anticipates", "or does not anticipate" or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements contained in this news release include but are not limited to those relating to the expectation of when closing will occur. Forward looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business and economic uncertainties, risks and contingencies and those factors discussed in the section entitled "Risk Factors" in the Company’s Form 10-K filed on March 30, 2015 with the Securities and Exchange Commission (SEC) and also filed on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Revett Mining Company does not undertake to update any forward-looking statements except as required by applicable securities laws.

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