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)
Delaware |
46-4577805 |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
11115 East Montgomery, Suite G
Spokane Valley, Washington
99206
(Address of principal executive offices)
Registrants 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 Companys stockholders.
Revetts 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 Companys 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.
2
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 Companys 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 Companys 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.
Number |
Title |
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2.1 |
Agreement
and Plan of Merger, dated as of March 26, 2015, by and among Revett Mining
Company, Hecla Mining Company, a Delaware corporation and RHL Holdings,
Inc., a Delaware corporation and a wholly-owned subsidiary of Hecla.
Previously filed as Exhibit 2.1 to the Companys Current Report on Form
8-k filed on March 27, 2015 and incorporated herein by reference. |
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2.2
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99.1
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3
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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REVETT MINING COMPANY, INC. |
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Date: |
June 16, 2015 |
By: |
/s/
John Shanahan |
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John Shanahan |
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President and Chief Executive Officer
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4
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 Companys 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 holders
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.
1
(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)
3
IN WITNESS WHEREOF, the Parties have executed this Amendment as
of the date first written above.
REVETT MINING COMPANY, INC. |
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By:
/s/ John G. Shanahan |
Name: |
John G. Shanahan |
Title: |
President & CEO |
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HECLA MINING COMPANY |
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By:
/s/ David C. Sienko |
Name: |
David C. Sienko |
Title: |
Vice President & General Counsel |
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RHL HOLDINGS, INC. |
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By:
/s/ Don Poirier |
Name: |
Don Poirier |
Title: |
President |
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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 companys shares outstanding were voted with
more than 95 percent of the votes cast in favor of the proposal, representing
more than 61 percent of Revetts 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.
1
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 Companys 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.
2
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