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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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 22, 1996
SUNSHINE MINING AND REFINING COMPANY
STATE OF DELAWARE 33-98876 75-2618333
(STATE OF ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION NO.)
877 W. MAIN STREET, SUITE 600, BOISE, IDAHO 83702
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (208) 345-0660
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Item 5. Other Events.
On May 22, 1996 (the "Effective Date"), Sunshine Mining and Refining
Company, a Delaware corporation ("Sunshine") merged with and into its
wholly-owned subsidiary Sunshine Merger Company, a Delaware corporation (the
"Company"), with the Company being the surviving entity. On the Effective
Date, the Company's Certificate of Incorporation was amended to change the
Company's name to Sunshine Mining and Refining Company.
Pursuant to the merger of Sunshine with and into the Company, with the
Company being the surviving entity, all securities of Sunshine, with the
exception of Sunshine's $11.94 (Stated Value) Cumulative Redeemable Preferred
Stock (the "Preferred Stock") were converted pursuant to the terms of the
merger and without any action by the holders thereof into an equal number of
identical securities of the Company. Pursuant to the terms of the merger,
Preferred Stock will be converted into: (i) six (6)shares of Common Stock, par
value $.01 of the Company ("Common Stock") (which number may be increased
pursuant to an adjustment formula based on the average NYSE composite closing
price of the Common Stock for the first 120 NYSE trading days following the
Effective Date), and (ii) either (a) two Warrants ($1.92 initial exercise
price, which exercise price may be decreased pursuant to an adjustment formula
based on the average NYSE composite closing price of the Common Stock for the
first 120 NYSE trading days following the Effective Date) each to purchase one
share of Common Stock or, at the election of the holder, (b) an additional .9
(9/10) share of Common Stock.
By virtue of Rule 12g-3 under the Securities Exchange Act of 1934, as
amended (the "Act"), the Common Stock, Warrants to purchase Common Stock
($2.12 exercise price), Warrants to purchase Common Stock ($1.92 exercise
price), and Convertible Subordinated Reset Debentures Due July 15, 2008, to be
issued incident to the merger, are deemed registered pursuant to Section 12 of
the Act. In order to facilitate the incorporation by reference of certain
information into the Company's future filings under the securities laws, the
Company is providing the following descriptions of its securities to be issued
incident to the merger:
COMMON STOCK, PAR VALUE $.01. The description of the Common Stock, par value
$.01, is contained in Sunshine's Registration Statement, Registration No.
1-10012 as amended, filed pursuant to the Securities Exchange Act of 1934, and
is incorporated herein by reference.
WARRANTS TO PURCHASE COMMON STOCK ($2.12 EXERCISE PRICE). The description of
the Warrants to Purchase Common Stock ($2.12 exercise price) is contained in
Sunshine's Registration Statement on form 8-A, Registration No. 0-23344, filed
pursuant to the Securities Exchange Act of 1934, and is incorporated herein by
reference.
WARRANTS TO PURCHASE COMMON STOCK ($1.92 EXERCISE PRICE). The description of
the Warrants to Purchase Common Stock ($1.92 exercise price), is set forth
under the caption "Description of the Warrants" in the prospectus that is
included in the Company's Registration Statement on Form S-4, Registration No.
33-98876, which description is incorporated herein by reference.
CONVERTIBLE SUBORDINATED RESET DEBENTURES DUE JULY 15, 2008. The description
of the Convertible Subordinated Reset Debentures Due July 15, 2008 is contained
in Sunshine's Registration Statement No. 1-10012, as amended, filed pursuant to
the Securities Exchange Act of 1934, and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
C. Exhibits.
*4.1 Certificate of Merger Agreement between Sunshine Mining and
Refining Company and Sunshine Merger Company, dated May 22, 1996.
*Enclosed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant had duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
SUNSHINE MINING AND REFINING COMPANY
Date: May 29, 1996 By: /s/ John S. Simko
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John S. Simko, President and Chief Executive Officer
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EXHIBIT INDEX
4.1 Certificate of Merger Agreement between Sunshine Mining and Refining
Company and Sunshine Merger Company, dated May 22, 1996.
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CERTIFICATE OF MERGER AGREEMENT BETWEEN
SUNSHINE MINING AND REFINING COMPANY
AND
SUNSHINE MERGER COMPANY
SUNSHINE MERGER COMPANY, a Delaware corporation, hereby certifies
pursuant to Section 251(c) of the Delaware General Corporation Laws as follows:
1. Sunshine Merger Company is a corporation organized and
existing under the laws of the State of Delaware.
2. Sunshine Mining and Refining Company is a corporation
organized and existing under the laws of the State of Delaware.
3. An Agreement of Merger has been approved, adopted, certified,
executed, and acknowledged by each of the constituent corporations in
accordance with Section 251 of the Delaware General Corporation Law.
4. The surviving corporation is Sunshine Merger Company, a
Delaware corporation.
5. The Certificate of Incorporation of Sunshine Merger Company
shall be the Certificate of Incorporation of this surviving corporation. The
following amendments shall be made to the Certificate of Incorporation of
Sunshine Merger Company and shall be effective on the filing of this
Certificate of Merger:
Article First of the Certificate of Incorporation of Sunshine Merger
Company, upon the filing of the Certificate of Merger, shall be
amended to read as follows:
"First: The name of the corporation is Sunshine Mining and
Refining Company."
6. The executed Agreement of Merger is on file at the principal
place of business of Sunshine Merger Company, whose address is: 877 W. Main
Street, Suite 600, Boise, Idaho 83702.
7. A copy of the Agreement of Merger will be furnished by
Sunshine Merger Company on request and without cost, to any stockholder of
Sunshine Merger Company or Sunshine Mining and Refining Company.
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IN WITNESS WHEREOF, Sunshine Merger Company, pursuant to Section
251(c) of the Delaware Corporation Laws, and pursuant to the approval and
authority duly given by resolution adopted by the constituent corporations, and
approved pursuant to law, has caused the Certificate of Merger to be executed
by President and attested by its Secretary.
DATED this 22nd day of May, 1996.
SUNSHINE MERGER COMPANY
By: /s/ John S. Simko
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John S. Simko, President
ATTEST:
/s/ Rebecca L. Saunders
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Rebecca L. Saunders, Secretary
CERTIFICATE OF MERGER AGREEMENT - 2
