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SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported): May 7, 1999
Hecla Mining Company
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-8491 82-0126240
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(Commission File Number) (IRS Employer Identification No.)
6500 Mineral Drive
Coeur d'Alene, Idaho 83815-8788
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(Address of principal executive offices) (Zip Code)
(208) 769-4100
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(Registrant's Telephone Number)
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
Exhibit 4 - Form of Warrant Agreement (including the form
of Warrant) by and between Hecla Mining Company
and the Warrant Agent
Exhibit 99 - Form of Agreement to purchase Common Stock and
Warrants by and between Hecla Mining Company
and Purchasers
SIGNATURE
Pursuant to the requirements of Section 12 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.
HECLA MINING COMPANY
By /s/ Michael B. White
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Name: Michael B. White
Title: Vice President -
General Counsel
Dated: May 7, 1999
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EXHIBIT INDEX
EXHIBIT NO. TITLE
4 - Form of Warrant Agreement (including the form
of Warrant) by and between Hecla Mining
Company and the Warrant Agent
99 - Form of Agreement to purchase Common Stock and
Warrants by and between Hecla Mining Company
and Purchasers
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Exhibit 4
WARRANT AGREEMENT
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HECLA MINING COMPANY
AND
AMERICAN STOCK TRANSFER & TRUST, INC.
Warrant Agent
May -----------, 1999
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WARRANT AGREEMENT
THIS AGREEMENT dated as of May -------------, 1999, between
Hecla Mining Company, a Delaware corporation (the "Company"), and
American Stock Transfer & Trust, Inc., a transfer agency located
in New York, New York (the "Warrant Agent").
WHEREAS:
In connection with a public offering (the "Public
Offering"), the Company has issued or will issue units ("Units")
consisting of 4,582,852 shares of Common Stock of the Company,
$.25 par value ("Common Stock") and 1,603,998 Common Stock
Purchase Warrants entitling the Registered Owner thereof to
purchase one share of Common Stock ("Warrants"); and
The Company desires to provide for the issuance,
registration, transfer, exchange and exercise of certificates
representing the Warrants (the "Warrant Certificates"); and
The Company desires the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing to so act, in
connection with the issuance, registration, transfer and exchange
of Warrant Certificates and exercise of the Warrants;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements hereinafter set forth and for the purpose of
defining the terms and provisions of the Warrant Certificates and
the Warrants, and the respective rights and obligations
thereunder of the Company, the registered holders of the Warrant
Certificates and the Warrant Agent, the parties hereto agree as
follows:
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1. DEFINITIONS. As used herein:
(a)"Common Stock" shall mean Common Stock, $.25 par value
per share, of the Company, whether now or hereafter authorized,
holders of which have the right to participate in the
distribution of earnings and assets of the Company without limit
as to amount or percentage.
(b)"Corporate Office" shall mean the place of business of
the Warrant Agent (or its successor) located in New York, New
York, which office is presently located at 40 Wall Street, 46th
Floor, New York, New York 10005.
(c)"Effective Date" shall be the date of the issuance of the
Warrants or May ---------, 1999.
(d)"Exercise Date" shall mean the date of surrender for
exercise of any Warrant Certificate, provided the exercise form
on the back of the Warrant Certificate or a form substantially
similar thereto has been completed in full by the Registered
Owner or a duly appointed attorney and the Warrant Certificate is
accompanied by payment in full of the Exercise Price.
(e)"Exercise Period" shall mean the period commencing on the
Effective Date and extending to and through the Expiration Date.
(f)"Exercise Price" shall mean the lesser of (i) $3.19 or
(ii) 110% of the Volume Weighted Average Price ("VWAP") (based on
a trading day from 9:30 a.m. to 4:00 p.m.) on the New York Stock
Exchange as reported by Bloomberg Financial LP using the AQR
function for the Company's Common Stock for each New York Stock
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Exchange trading day (each such day, a "Trading Day") during the
ten (10) consecutive Trading Days immediately preceding the date
that notice of exercise is given to the Company, subject to such
adjustments as are provided in Section 8 of the Warrant
Agreement.
(g)"Expiration Date" shall mean 5:00 P.M. New York Time on
May 9, 2002; provided however, if such date shall be a holiday or
a day on which banks are authorized to close, then Expiration
Date shall mean 5:00 p.m., New York Time on the next following
day which in the State of New York is not a holiday or a day on
which banks are authorized to close.
(h)"Registered Owner" shall mean the person in whose name
any Warrant Certificate shall be registered on the books
maintained by the Warrant Agent pursuant to Section 6 of this
Agreement.
(i)"Subsidiary" shall mean any corporation of which shares
having ordinary voting power to elect a majority of the Board of
Directors of such corporation (regardless of whether the shares
of any other class or classes of such corporation shall have or
may have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned by the
Company or one or more subsidiaries of the Company.
(j)"Warrant" or the "Warrants" shall mean and include up to
1,603,998 Warrants to purchase 1,603,998 authorized and unissued
shares of Common Stock of the Company.
(k)"Warrant Agent" shall mean American Stock Transfer &
Trust, Inc., or its successor, as the transfer agent and
registrar of the Warrants.
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(l)"Warrant Shares" shall mean the Common Stock, $.25 par
value per share of the Company issued or to be issued upon the
exercise and surrender of any Warrant Certificate.
2. WARRANTS AND ISSUANCE OF WARRANT CERTIFICATES. Each
Warrant shall initially entitle the Registered Owner of the
Warrant Certificates representing such Warrant to purchase one
share of Common Stock on exercise thereof, subject to
modification and adjustment as hereinafter provided in Section 9.
Warrant Certificates representing 1,603,998 Warrants evidencing
the right to purchase an aggregate of 1,603,998 shares of Common
Stock of the Company shall be executed by the proper officers of
the Company and delivered to the Warrant Agent for
countersignature on the Effective Date. The Warrant Certificates
will be issued and delivered on written order of the Company
signed by an authorized officer. The Warrant Agent shall deliver
Warrant Certificates in required whole number denominations to
the persons entitled thereto in connection with any transfer or
exchange permitted under this Agreement.
3. FORM AND EXECUTION OF WARRANT CERTIFICATES. The Warrant
Certificates shall be substantially in the form attached as
Exhibit "A" and may have such letters, numbers or other marks of
identification and such legends, summaries or endorsements
printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of
this Agreement. The Warrant Certificates shall be dated as of
the date of issuance, whether on initial issuance, transfer,
exchange or in lieu of mutilated, lost, stolen or destroyed
Warrant Certificates.
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The Warrant Certificates shall be executed on behalf of the
Company by its President and Secretary, by manual signatures or
by facsimile signatures printed thereon, and shall have imprinted
thereon a facsimile of the Company's seal. The Warrant
Certificates shall be manually countersigned by the Warrant Agent
and shall not be valid for any purpose unless so countersigned.
In the event any officer of the Company who executed the Warrant
Certificates shall cease to be an officer of the Company before
the date of issuance of the Warrant Certificates or before
countersignature and delivery by the Warrant Agent, such Warrant
Certificates may be countersigned, issued and delivered by the
Warrant Agent with the same force and effect as though the person
who signed such Warrant Certificates had not ceased to be an
officer of the Company.
4. EXERCISE. In accordance with Section 1(e) of this
Agreement, the Warrants will become exercisable on the Effective
Date. The exercise of Warrants in accordance with this Agreement
shall only be permitted during the Exercise Period.
Warrants shall be deemed to have been exercised immediately
prior to the close of business on the Exercise Date. The
exercise form shall be executed by the Registered Owner thereof
or his attorney duly authorized in writing and shall be delivered
together with payment to the Warrant Agent, in cash or by
official bank or certified check or wire transfer, of an amount
in lawful money of the United States of America. Such payment
shall be in an amount equal to the Exercise Price as hereinabove
defined.
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The person entitled to receive the number of Warrant Shares
deliverable on such exercise shall be treated for all purposes as
the Registered Owner of such Warrant Shares as of the close of
business on the Exercise Date. The Company shall not be
obligated to issue any fractional share interests in Warrant
Shares. If Warrants represented by more than one Warrant
Certificate shall be exercised at one time by the same Registered
Owner, the number of full Warrant Shares which shall be issuable
on exercise thereof shall be computed on the basis of the
aggregate number of full Warrant Shares issuable on such
exercise.
As soon as practicable on or after the Exercise Date and in
any event within 5 days after such date, the Warrant Agent shall
cause to be issued and delivered by the Transfer Agent to the
person or persons entitled to receive the same, a certificate or
certificates for the number of Warrant Shares deliverable on such
exercise. No adjustment shall be made in respect of cash
dividends on Warrant Shares deliverable on exercise of any
Warrant. The Warrant Agent shall promptly notify the Company in
writing of any exercise and of the number of Warrant Shares
caused to be delivered and shall cause payment of an amount in
cash equal to the Exercise Price to be made promptly to the order
of the Company. The parties contemplate such payments will be
made by the Warrant Agent to the Company on a weekly basis and
will consist of collected funds only. The Warrant Agent shall
hold any proceeds collected and not yet paid to the Company in a
Federally-insured escrow account at a commercial bank selected by
agreement of the Company and the Warrant Agent, at all times
relevant hereto. Following a determination by the Warrant Agent
that collected funds have been received, the Warrant Agent shall
cause the Transfer Agent to issue share certificates representing
the number of Warrant Shares purchased by the Registered Owner.
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Expenses incurred by the Warrant Agent, including
administrative costs, costs of maintaining records and other
expenses, shall be paid by the Company according to the standard
fees imposed by the Warrant Agent for such services. All
expenses incurred by the Warrant Agent and to be paid by the
Company shall be deducted from the escrow account prior to
distribution of funds to the Company.
A detailed accounting statement setting forth the number of
Warrants exercised, the number of Warrant Shares issued, the net
amount of exercised funds and all expenses incurred by the
Warrant Agent shall be transmitted to the Company on payment of
each exercise amount. Such accounting statement shall serve as
an interim accounting for the Company during the Exercise Period.
The Warrant Agent shall render to the Company, at the completion
of the Exercise Period, a complete accounting setting forth the
number of Warrants exercised, the identity of persons exercising
such Warrants, the number of Warrant Shares issued, the amounts
distributed to the Company, and all expenses incurred by the
Warrant Agent.
The Company may be required to deliver a prospectus that
satisfies the requirements of Section 10 of the Securities Act of
1933, as amended (the "1933 Act") with delivery of the Warrant
Shares and must have a registration statement (or a post-
effective amendment to an existing registration statement)
effective under the 1933 Act in order for the Company to comply
with any such prospectus delivery requirements. The Company will
advise the Warrant Agent of the status of any such registration
statement under the 1933 Act and of the effectiveness of the
Company's registration statement or lapse of effectiveness.
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No issuance of Warrant Shares shall be made unless there is
an effective registration statement under the 1933 Act, and
registration or qualification of the Warrant Shares, or an
exemption therefrom, has been obtained from state or other
regulatory authorities in the jurisdiction in which such Warrant
Shares are sold. The Company will provide to the Warrant Agent
written confirmation of all such registration or qualification,
or an exemption therefrom, when requested by the Warrant Agent.
5. RESERVATION OF SHARES AND PAYMENT OF TAXES. The Company
covenants that it will at all times reserve and have available
from its authorized shares of Common Stock such number of shares
of Common Stock as shall then be issuable on exercise of all
outstanding Warrants. The Company covenants that all Warrant
Shares issuable shall be duly and validly issued, fully paid and
nonassessable, and free from all taxes, liens and charges with
respect to the issue thereof.
The Registered Owner shall pay all documentary, stamp or
similar taxes and other government charges that may be imposed
with respect to the issuance of the Warrants, or the issuance,
transfer or delivery of any Warrant Shares on exercise of the
Warrants. In the event the Warrant Shares are to be delivered in
a name other than the name of the Registered Owner of the Warrant
Certificates, no such delivery shall be made unless the person
requesting the same has paid to the Warrant Agent or Transfer
Agent the amount of any such taxes or charges incident thereto.
The Company will supply the Warrant Agent with blank Warrant
Certificates, so as to maintain an inventory satisfactory to the
Warrant Agent. The Company will file with the Warrant Agent a
statement setting forth the name and address of its Transfer
Agent for Warrant Shares and of each successor Transfer Agent, if
any.
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6. REGISTRATION OF TRANSFER. The Warrant Certificates may
be transferred in whole or in part and may be separately
transferred from the Common Stock share certificate to which such
Warrant Certificate is attached upon initial issuance, if any.
Warrant Certificates to be exchanged shall be surrendered to the
Warrant Agent at its corporate office. The Company shall execute
and the Warrant Agent shall countersign, issue and deliver in
exchange therefor, the Warrant Certificate or Certificates which
the holder making the transfer shall be entitled to receive.
The Warrant Agent shall keep transfer books at its corporate
office on which Warrant Certificates and the transfer thereof
shall be registered. On due presentment for registration of
transfer of any Warrant Certificate at such office, the Company
shall execute and the Warrant Agent shall issue and deliver to
the transferee or transferees a new Warrant Certificate or
Certificates representing an equal aggregate number of Warrants.
All Warrant Certificates presented for registration of
transfer or exercise shall be duly endorsed or be accompanied by
a written instrument or instruments of transfer in form
satisfactory to the Company and the Warrant Agent.
Prior to due presentment for registration of transfer
thereof, the Company and the Warrant Agent may treat the
Registered Owner of any Warrant Certificate as the absolute owner
thereof (notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company or the Warrant
Agent) and the parties hereto shall not be affected by any notice
to the contrary.
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7. LOSS OR MUTILATION. On receipt by the Company and the
Warrant Agent of evidence satisfactory as to the ownership of and
the loss, theft, destruction or mutilation of any Warrant
Certificate, the Company shall execute and the Warrant Agent
shall countersign and deliver in lieu thereof, a new Warrant
Certificate representing an equal aggregate number of Warrants.
In the case of loss, theft or destruction of any Warrant
Certificate, the Registered Owner requesting issuance of a new
Warrant Certificate shall be required to secure an indemnity bond
in favor of the Company and Warrant Agent in an amount
satisfactory to each of them. In the event a Warrant Certificate
is mutilated, such Certificate shall be surrendered and cancelled
by the Warrant Agent prior to delivery of a new Warrant
Certificate. Applicants for a substitute Warrant Certificate
shall also comply with such other regulations and pay such other
reasonable charges as the Company may prescribe.
8. ADJUSTMENT OF EXERCISE PRICE AND SHARES.
(a)If at any time prior to the expiration of the Warrants by
their terms or by exercise, the Company increases or decreases
the number of its issued and outstanding shares of Common Stock,
or changes in any way the rights and privileges of such shares of
Common Stock, by means of (i) the payment of a share dividend or
the making of any other distribution on such shares of Common
Stock payable in its shares of Common Stock, (ii) a split or
subdivision of shares of Common Stock, or (iii) a consolidation
or combination of shares of Common Stock, then the Exercise Price
in effect at the time of such action and the number of Warrants
required to purchase each Warrant Share at that time shall be
proportionately adjusted so that the numbers, rights and
privileges relating to the Warrant Shares then purchasable upon
the exercise of the
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Warrants shall be increased, decreased or changed in like manner,
for the same aggregate purchase price set forth in the Warrants,
as if the Warrant Shares purchasable upon the exercise of the
Warrants immediately prior to the event had been issued,
outstanding, fully paid and nonassessable at the time of that
event. Any dividend paid or distributed on the shares of Common
Stock in shares of any other class of shares of the Company or
securities convertible into shares of Common Stock shall be
treated as a dividend paid in shares of Common Stock to the
extent shares of Common Stock are issuable on the payment or
conversion thereof.
(b)In the event, prior to the expiration of the Warrants by
exercise or by their terms, the Company shall be recapitalized by
reclassifying its outstanding shares of Common Stock into shares
with a different par value, or by changing its outstanding shares
of Common Stock to shares without par value or in the event of
any other material change of the capital structure of the Company
or of any successor corporation by reason of any
reclassification, recapitalization or conveyance, prompt,
proportionate, equitable, lawful and adequate provision shall be
made whereby any Registered Owner of the Warrants shall
thereafter have the right to purchase, on the basis and the terms
and conditions specified in this Agreement, in lieu of the
Warrant Shares theretofore purchasable on the exercise of any
Warrant, such securities or assets as may be issued or payable
with respect to or in exchange for the number of Warrant Shares
theretofore purchasable on exercise of the Warrants had such
reclassification, recapitalization or conveyance not taken place;
and in any such event, the rights of any Registered Owner of a
Warrant to any adjustment in the number of Warrant Shares
purchasable on exercise of such Warrant, as set forth above,
shall continue and be preserved in respect of any stock,
securities or assets which the Registered Owner becomes entitled
to purchase.
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(c) If the Company at any time shall issue any shares of Common
Stock prior to the exercise or expiration of the Warrants, other
than the shares which may be issued in the Monarch Resources
Limited transaction as set forth in the letter agreement between
the Company and Monarch Resources Limited dated March 31, 1999,
and all shares reserved for issuance pursuant to the Company's
existing option and stock plans or to employees or directors of
the issuer pursuant to a stock incentive or other plans, which
plans and which grants are approved by the Board of Directors of
the Company then, and thereafter successively upon each such
issue, the Warrant Exercise Price set forth in Section 1(f)(i)
shall be reduced if the quotient of the following formula is less
than the effective Exercise Price of the Warrants at the time of
the share issuance. The formula is as follows: the number of
shares of Common Stock outstanding immediately prior to such
issue shall be multiplied by the Exercise Price in effect at the
time of such issue and the product shall be added to the
aggregate consideration, if any received by the Company upon such
issue of additional shares of Common Stock; and the sum so
obtained shall be divided by the number of shares of Common Stock
outstanding immediately after such issue. Except for the
existing option obligations and options that may be issued under
any employee incentive stock option and/or non-qualified stock
option plan adopted by the Company, for purposes of this
adjustment, the issuance of any security of the Company carrying
the right to convert such security into shares of Common Stock or
of any warrant, right, or option to purchase Common Stock shall
result in an adjustment to the Exercise Price upon the issuance
of shares of Common Stock upon exercise of such conversation or
purchase rights.
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(d)In the event the Company, at any time while the Warrants
shall remain unexpired and unexercised, shall sell all or
substantially all of its property, or dissolves, liquidates or
winds up its affairs, prompt, proportionate, equitable, lawful
and adequate provision shall be made as part of the terms of such
sale, dissolution, liquidation or winding up such that the
Registered Owner of a Warrant may thereafter receive, on exercise
thereof, in lieu of each Warrant Share which he would have been
entitled to receive, the same kind and amount of any stock,
securities or assets as may be issuable, distributable or payable
on any such sale, dissolution, liquidation or winding up with
respect to each share of Common Stock of the Company; provided,
however, that in the event of any such sale, dissolution,
liquidation or winding up, the right to exercise the Warrants
shall terminate on a date fixed by the Company, such date to be
not earlier than 5:00 P.M., New York Time, on the 30th day next
succeeding the date on which notice of such termination of the
right to exercise the Warrants has been given by mail to the
Registered Owners thereof at such addresses as may appear on the
books of the Company.
(e)On exercise of the Warrants by the Registered Owners, the
Company shall not be required to deliver fractions of Warrant
Shares; provided, however, that the Company shall make prompt,
proportionate, equitable, lawful and adequate provisions in
respect of any such fraction of one Warrant Share either on the
basis of adjustment in the then applicable Exercise Price or a
purchase of the fractional interest at the price of the Company's
shares of Common Stock or such other reasonable basis as the
Company may determine.
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(f)The Warrants shall not entitle the Registered Owner
thereof to any of the rights of shareholders or to any dividend
declared on the shares of Common Stock unless the Warrant is
exercised and the Warrant Shares purchased prior to the record
date fixed by the Board of Directors of the Company for the
determination of holders of shares of Common Stock entitled to
such dividend or other right.
(g)No adjustment of the Exercise Price shall be made as a
result of or in connection with (i) the issuance of shares of
Common Stock of the Company pursuant to options, warrants,
employee stock ownership plans and share purchase agreements
outstanding or in effect on the date hereof, (ii) the
establishment of additional option plans of the Company, the
modification, renewal or extension of any plan now in effect or
hereafter created, or the issuance of shares of Common Stock on
exercise of any options pursuant to such plans, and (iii) the
issuance of shares of Common Stock in connection with
compensation arrangements for officers, employees or agents of
the Company or any subsidiary, and the like.
(h)Whenever the Exercise Price is adjusted as herein
provided, (1) the Company shall promptly file with the Warrant
Agent a certificate setting forth the Exercise Price after such
adjustment and a brief statement of the facts requiring such
adjustment and the manner of computing the same, which
certificate shall be conclusive evidence of the correctness of
such adjustment, and (2) the Company shall also mail or cause to
be mailed by first class mail, postage prepaid, as soon as
practicable to each holder of Warrants a notice stating that the
Exercise Price has been adjusted and setting forth the adjusted
Exercise Price. The Warrant Agent shall not be under any duty or
responsibility with respect to the certificate required by this
Subsection (h) except to exhibit the same to any holder of
Warrants who requests to inspect it.
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9. DUTIES, COMPENSATION AND TERMINATION OF WARRANT AGENT.
The Warrant Agent shall act hereunder as agent and in a
ministerial capacity for the Company, and its duties shall be
determined solely by the provisions hereof. The Warrant Agent
shall not, by issuing and delivering Warrant Certificates or by
any other act hereunder, be deemed to make any representations as
to the validity, value or authorization of the Warrant
Certificate or the Warrants represented thereby or of the Warrant
Shares or other property delivered on exercise of any Warrant.
The Warrant Agent shall not be under any duty or responsibility
to any holder of the Warrant Certificates to make or cause to be
made any adjustment of the Exercise Price or to determine whether
any fact exists which may require any such adjustments.
The Warrant Agent shall not (i) be liable for any recital or
statement of fact contained herein or for any action taken or
omitted by it in reliance on any Warrant Certificate or other
document or instrument believed by it in good faith to be genuine
and to have been signed or presented by the proper party or
parties, (ii) be responsible for any failure on the part of the
Company to comply with any of its covenants and obligations
contained in this Agreement or in the Warrant Certificates, or
(iii) be liable for any act or omission in connection with this
Agreement except for its own negligence or willful misconduct.
The Warrant Agent may at any time consult with counsel
satisfactory to it (who may be counsel for the Company) and shall
incur no liability or responsibility for any action taken or
omitted by it in good faith in accordance with the opinion or
advice of such counsel.
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Any notice, statement, instruction, request, direction,
order or demand of the Company shall be sufficiently evidenced by
an instrument signed by its President and attested by its
Secretary or Assistant Secretary. The Warrant Agent shall not be
liable for any action taken or omitted by it in accordance with
such notice, statement, instruction, request, direction, order or
demand.
The Company agrees to pay the Warrant Agent reasonable
compensation for its services hereunder and to reimburse the
Warrant Agent for its reasonable expenses. The Company further
agrees to indemnify the Warrant Agent against any and all losses,
expenses and liabilities, including judgments, costs and counsel
fees, for any action taken or omitted by the Warrant Agent in the
execution of its duties and powers hereunder, excepting losses,
expenses and liabilities arising as a result of the Warrant
Agent's negligence or willful misconduct.
The Warrant Agent may resign its duties or the Company may
terminate the Warrant Agent and the Warrant Agent shall be
discharged from all further duties and liabilities hereunder
(except liabilities arising as a result of the Warrant Agent's
own negligence or willful misconduct) on 30 days' prior written
notice to the other party. At least 30 days prior to the date
such resignation is to become effective, the Warrant Agent shall
cause a copy of such notice of resignation to be mailed to the
Registered Owner of each Warrant Certificate. On such
resignation or termination, the Company shall appoint a new
Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after it has been notified
in writing of the resignation by the Warrant Agent, then the
Registered Owner of any Warrant Certificate may apply to any
court of competent jurisdiction for the appointment of a new
Warrant Agent. Any new Warrant Agent, whether appointed by the
Company or by such court, shall be a
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bank or trust company having a capital and surplus, as shown by
its last published report to its shareholders, of not less than
$1,000,000, and having its principal office in the United States.
After acceptance in writing of an appointment of a new
Warrant Agent is received by the Company, such new Warrant Agent
shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named herein as the
Warrant Agent, without any further assurance, conveyance, act or
deed; provided, however, if it shall be necessary or expedient to
execute and deliver any further assurance, conveyance, act or
deed, the same shall be done at the expense of the Company and
shall be legally and validly executed. The Company shall file a
notice of appointment of a new Warrant Agent with the resigning
Warrant Agent and shall forthwith cause a copy of such notice to
be mailed to the Registered Owner of each Warrant Certificate.
Any corporation into which the Warrant Agent or any new
Warrant Agent may be converted or merged, or any corporation
resulting from any consolidation to which the Warrant Agent or
any new Warrant Agent shall be a party, or any corporation
succeeding to the corporate trust business of the Warrant Agent
shall be a successor Warrant Agent under this Agreement, provided
that such corporation is eligible for appointment as a successor
to the Warrant Agent. Any such successor Warrant Agent shall
promptly cause notice of its succession as Warrant Agent to be
mailed to the Company and to the Registered Owner of each Warrant
Certificate. No further action shall be required for
establishment and authorization of such successor Warrant Agent.
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The Warrant Agent, its officers or directors and it
subsidiaries or affiliates may buy, hold or sell Warrants or
other securities of the Company and otherwise deal with the
Company in the same manner and to the same extent and with like
effect as though it were not Warrant Agent. Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for
the Company.
10.MODIFICATION OF AGREEMENT. The Warrant Agent and the
Company may by supplemental agreement make any changes or
corrections in this Agreement they shall deem appropriate to cure
any ambiguity or to correct any defective or inconsistent
provision or mistake or error herein contained. Additionally,
the parties may make any changes or corrections deemed necessary
which shall not adversely affect the interests of the Registered
Owners of Warrant Certificates; provided, however, this Agreement
shall not otherwise be modified, supplemented or altered in any
respect except with the consent in writing of the Registered
Owners of Warrant Certificates representing not less than a
majority of the Warrants outstanding. Additionally, no change in
the number or nature of the Warrant Shares purchasable on
exercise of a Warrant or the Exercise Price therefor shall be
made without the consent in writing of the Registered Owner of
the Warrant Certificate representing such Warrant, other than
such changes as are specifically prescribed by this Agreement.
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<PAGE> 20
11.NOTICES. All notices, demands, elections, opinions or
requests (however characterized or described) required or
authorized hereunder shall be deemed given sufficiently in
writing and sent by registered or certified mail, return receipt
requested and postage prepaid, or by tested telex, telegram or
cable to, in the case of the Company:
Hecla Mining Company
6500 Mineral Drive
Coeur d'Alene, Idaho 83815
and in the case of the Warrant Agent:
American Stock Transfer & Trust, Inc.
46th Floor
40 Wall Street
New York, New York 10005
and if to the Registered Owner of a Warrant Certificate, at the
address of such Registered Owner as set forth on the books
maintained by the Warrant Agent.
12.PERSONS BENEFITING. This Agreement shall be binding upon
and inure to the benefit of the Company, the Warrant Agent and
their respective successors and assigns, and the Registered
Owners and beneficial owners from time to time of the Warrant
Certificates. Nothing in this Agreement is intended or shall be
construed to confer on any other person any right, remedy or
claim or to impose on any other person any duty, liability or
obligation.
13.FURTHER INSTRUMENTS. The parties shall execute and
deliver any and all such other instruments and shall take any and
all such other actions as may be reasonable or necessary to carry
out the intention of this Agreement.
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<PAGE> 21
14.SEVERABILITY. If any provision of this Agreement shall
be held, declared or pronounced void, voidable, invalid,
unenforceable or inoperative for any reason by any court of
competent jurisdiction, government authority or otherwise, such
holding, declaration or pronouncement shall not affect adversely
any other provision of this Agreement, which shall otherwise
remain in full force and effect and be enforced in accordance
with its terms, and the effect of such holding, declaration or
pronouncement shall be limited to the territory or jurisdiction
in which made.
15.WAIVER. All the rights and remedies of either party
under this Agreement are cumulative and not exclusive of any
other rights and remedies as provided by law. No delay or
failure on the part of either party in the exercise of any right
or remedy arising from a breach of this Agreement shall operate
as a waiver of any subsequent right or remedy arising from a
subsequent breach of this Agreement. The consent of any party
where required hereunder to any act or occurrence shall not be
deemed to be a consent to any other action or occurrence.
16.GENERAL PROVISIONS. This Agreement shall be construed
and enforced in accordance with, and governed by, the laws of the
State of New York. Except as otherwise expressly stated herein,
time is of the essence in performing hereunder. This Agreement
embodies the entire agreement and understanding between the
parties and supersedes all prior agreements and understandings
relating to the subject matter hereof, and this Agreement may not
be modified or amended or any term or provision hereof waived or
discharged except in writing signed by the party against whom
such amendment, modification, waiver or discharge is sought to be
enforced. The headings of this Agreement are for
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<PAGE> 22
convenience of reference only and shall not limit or otherwise
affect the meaning thereof. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above
mentioned.
THE COMPANY:
Hecla Mining Company
(CORPORATE SEAL)
By:--------------------------------
Title:-----------------------------
ATTEST:
- --------------------------
- --------------------------, Secretary
THE WARRANT AGENT:
AMERICAN STOCK TRANSFER & TRUST, INC
By:--------------------------------
Title:-----------------------------
ATTEST:
- --------------------------
Title:--------------------
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<PAGE> 23
STATE OF IDAHO )
) ss.
COUNTY OF ----------------- )
Subscribed and sworn to before me by ----------------------,
- ----------------------- of Hecla Mining Company, this -----------
day of ----, 1999.
Witness my hand and official seal.
-------------------------------------
( S E A L ) Notary Public
My commission expires:
STATE OF NEW YORK )
) ss.
COUNTY OF ---------------- )
Subscribed and sworn to before me by -----------------------
- ---------, ---------------------------- of American Stock
Transfer & Trust, Inc., this ------- day of ------------------,
1999.
Witness my hand and official seal.
-------------------------------------
( S E A L ) Notary Public
My commission expires:
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<PAGE> 24
EXHIBIT A
-----------------
HECLA MINING COMPANY
WARRANTS TO PURCHASE COMMON STOCK
VOID AFTER 5 P.M., NEW YORK CITY TIME,
ON MAY 9, 2002
No.--------------------- ----------------------Warrants
This certifies -------------------------------------------
or registered assigns is the registered owner of the above
indicated number of Warrants, each Warrant entitling such owner
to purchase, at any time, on or before 5 P.M., New York City
time, on May 9, 2002, ------------------ shares of Common Stock
(the "Warrant Stock"), of Hecla Mining Company (the "Company") on
the following basis: the exercise price of each Warrant will be
the lesser of (i) $3.19 or (ii) 110% of the Volume Weighted
Average Price ("VWAP") (based on a trading day from 9:30 a.m. to
4:00 p.m.) on the New York Stock exchange as reported by
Bloomberg Financial LP using the AQR function for the Company's
Common Stock for each New York Stock Exchange trading day (each
such day, a "Trading Day") during the ten (10) consecutive
Trading Days immediately preceding the date that notice of
exercise is given to the Company (the `Exercise Price"), subject
to such adjustments as are provided in Section 8 of the Warrant
Agreement (as defined below). Other than as provided in Section
8 of the Warrant Agreement, no adjustment shall be made for any
dividends on any Warrant Stock issuable upon exercise of any
Warrant. The Registered Owner may exercise the Warrants
evidenced hereby by providing certain information set forth on
the back hereof and by paying in full in lawful money of the
United States of America, in cash or by certified check or
official bank check or by bank wire transfer, in each case, in
immediately available funds, the Exercise Price foe each Warrant
exercised to the Warrant Agent (as hereinafter defined) and by
surrendering this Warrant Certificate, with the purchase form on
the back hereof duly executed, at
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<PAGE> 25
the corporate trust office of American Tock Transfer & Trust,
Inc., or its successor as warrant agent (the "Warrant Agent"),
which is, on the date hereof, at the address specified on the
reverse hereof, and upon compliance with and subject to the
conditions set forth herein and in the Warrant Agreement (as
hereinafter defined).
The term "Registered Owner" as used herein shall mean the
person in whose name at the time of this Warrant Certificate
shall be registered upon the books to be maintained by the
Warrant Agent for that purpose pursuant to Section 1(h) of the
Warrant Agreement.
Any whole number of Warrants evidenced by this Warrant
Certificate may be exercised to purchase Warrant Stock in
registered form. Upon any exercise of fewer than all of the
Warrants evidenced by this Warrant Certificate, there shall be
issued to the Registered Owner hereof a new Warrant Certificate
evidencing the number of warrants remaining unexercised.
This Warrant Certificate is issued under an in accordance
with the Warrant Agreement dated as of May -------------, 1999
(the "Warrant Agreement") by and between the Company and the
Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and
provisions the Registered Owner of this Warrant Certificate
consents by acceptance hereof. Copies of the Warrant Agreement
are on file at the above-mentioned office of the Warrant Agent
and at the Company's office located at 6500 Mineral Drive, Coeur
d'Alene, Idaho 83815.
Transfer of this Warrant Certificate may be registered when
this Warrant Certificate is surrendered at the corporate trust
office of the Warrant Agent by the Registered Owner or such
owner's assigns, in person or by an attorney duly authorized in
writing, in the manner and subject to the limitations provided in
the Warrant Agreement.
This Warrant Certificate shall not entitled the Registered
Owner hereof to any of the rights of a Registered Owner of the
Warrant Stock, including, without limitation, the right to
receive payments of dividends or distributions, if any, on the
Warrant Stock or to exercise any voting rights.
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<PAGE> 26
This Warrant Certificate shall not be valid or obligatory
for any purpose until countersigned by the Warrant Agent.
Dated as of ------------------------.
HECLA MINING COMPANY
By:--------------------------------
Its:-------------------------------
Attest:
By:------------------------
Its:-----------------------
Countersigned:
AMERICAN STOCK TRANSFER & TRUST, INC.
As Warrant Agent
By:----------------------------
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<PAGE> 27
[REVERSE OF WARRANT CERTIFICATE]
INSTRUCTIONS FOR EXERCISE OF WARRANT
To exercise the Warrants evidenced hereby, the Registered
Owner of this Warrant Certificate must pay in United States
dollars in cash or by certified check or official bank check or
by bank wire transfer in immediately available funds the Warrant
Price in full for each of the Warrants exercised to -------------
- ----------------------------- (Warrant Agent), 46th Floor, 40
Wall Street, New York, New York 10005, Attention: ---------------
- ----------------------, which payment must specify the name of
the Registered Owner and the number of Warrants exercised by such
Registered Owner. In addition, such Registered Owner must
complete the information required below and present this Warrant
Certificate in person or by mail (certified or registered mail is
recommended) to the Warrant Agent at the appropriate address set
forth below. This Warrant Certificate, completed and duly
executed, must be received by the Warrant Agent within five
business days of the payment.
TO BE EXECUTED UPON EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise ------
- ---------- Warrants, evidenced by this Warrant Certificate, to
purchase ----------------------- share of Common Stock (the
"Warrant Stock") of Hecla Mining Company and represents that the
undersigned has tendered payment for such Warrant Stock in
dollars in cash or by certified check or official bank check or
by bank wire transfer, in each case, in immediately available
funds to the order of Hecla Mining Company, c/o American Stock
Transfer & Trust, Inc. (Warrant Agent), in the amount of $-------
- - in accordance with the terms hereof. The undersigned requests
that said amount of Warrant Stock be in fully registered form in
the authorized denominations, registered in such names and
delivered all as specified in accordance with the instructions
set forth below.
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<PAGE> 28
In the number of Warrants exercised is less than all of the
Warrants evidenced hereby, the undersigned requests that a new
Warrant Certificate representing the remaining Warrants evidenced
hereby be issued and delivered to the undersigned unless
otherwise specified in the instruction below.
Dated as of -------------------------.
HECLA MINING COMPANY
By:--------------------------------
Its:-------------------------------
Guaranteed Signature:
By:--------------------------
Its:-------------------------
The Warrants evidenced hereby may be exercised at the
following addresses:
By hand at:
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
By mail at:
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
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<PAGE> 29
ASSIGNMENT
FOR VALUE RECEIVED ---------------------------------- hereby
sells, assigns and transfers unto ------------------------------,
- ------------------------------------------, ---------------------
- ----------------------------------------- (Address), the Warrants
represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint as Attorney to transfer said
Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.
Dated:---------------------------
HECLA MINING COMPANY
By:--------------------------------
Its:-------------------------------
Guaranteed Signature:
By:------------------------
Its:-----------------------
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<PAGE> 1
EXHIBIT 99
[Letterhead of Hecla Mining Company]
May , 1999
Name and Address of Purchaser
Dear Sirs:
This letter sets forth the agreement of _____________
(the "Purchaser") and Hecla Mining Company (the "Company")
regarding the purchase by Purchaser from the Company of the
Company's common stock (the "Common Stock") on the date
hereof. The parties agree as follows:
1. This agreement relates to the purchase by
Purchaser of _________ shares of the Company's Common Stock
for an aggregate purchase price of $____________, which
purchase is being settled by the parties on the date hereof.
2. The Company represents and warrants that (a) the
shares of Common Stock issued by the Company to Purchaser
have been registered under the Securities Act of 1934, as
amended (the "Securities Act"), pursuant to a registration
statement on Form S-3, Commission File Number 33-59659 (the
`Registration Statement"); and (b) the Company has filed a
prospectus supplement to the Registration Statement in
connection with this transaction.
3. The shares of Common Stock purchased from the
Company by Purchaser hereunder have been authorized for
listing on the New York Stock Exchange.
4. The Company will promptly notify Purchaser of (a)
any stop order or other suspension of the effectiveness of
the Registration Statement and (b) the happening of any
event as a result of which the prospectus included in the
Registration Statement includes an untrue statement of a
material fact or omits to state a material fact required to
be stated therein, or necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading.
5. This agreement and the legal relations between the
parties hereto with respect to any purchase of Common Stock
by Purchaser hereunder shall be governed and construed in
accordance with the substantive laws of the State of New
York without giving effect to the conflicts of law
principles thereunder.
<PAGE> 2
May , 1999
Page 2
Please execute a copy of this letter which, when
executed by Purchaser, will constitute an agreement between
the Company and Purchaser.
Very truly yours,
HECLA MINING COMPANY
By: /s/ John P. Stilwell
___________________________
Name: John P. Stilwell
Title: Vice President -
Chief Financial Officer
AGREED TO:
Name of Purchaser
By:_____________________________
Name:
Title:
