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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: MAY 20, 1997
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(DATE OF EARLIEST EVENT REPORTED: MAY 12, 1997)
STILLWATER MINING COMPANY
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-25090 81-0480654
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(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
536 E. PIKE AVENUE
POST OFFICE BOX 1330
COLUMBUS, MONTANA 59019
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(303) 978-2525
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
On May 12, 1997, the Board of Directors of the Registrant approved an
amendment to the Registrant's 1994 Stock Plan (the "Plan") to incorporate
certain technical changes to bring the Plan into conformity with recent
amendments to Rule 16b-3 under Section 16 of the Securities and Exchange
Act of 1934, as amended, and to provide that persons who are engaged to
render consulting or advisory services to the Registrant as an
independent contractor may be granted options pursuant to the 1994 Stock
Plan.
In addition, the amendments to the Plan also provide that the 10-year
term of the stock options granted to non-employee directors will not be
reduced unless such non-employee director is removed for cause, in which
case the stock options will continue to be exercisable only for a period
of one year following removal. Prior to such amendment with respect to
the term of options granted to non-employee directors, the Plan provided
that such stock options would be exercisable for a period of one year
after any termination of services as a director. Such amendment affects
all existing and future stock options granted to non-employee directors
of the Registrant.
The Board of Directors has also determined to modify existing and future
stock option agreements to allow for limited transfers of stock options
to certain family members and trust and custodial accounts of such family
members.
A copy of the First Amendment to the 1994 Stock Plan is attached hereto
as Exhibit A and incorporated herein by reference in its entirety.
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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.
STILLWATER MINING COMPANY
Date: May 20, 1997 By: /s/ Ray W. Ballmer
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Ray W. Ballmer
Chairman
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EXHIBIT A
STILLWATER MINING COMPANY
FIRST AMENDMENT TO 1994 STOCK PLAN
This First Amendment to 1994 Stock Plan (the "Amendment") of
Stillwater Mining Company (the "Company") is made as of this 12th day of May,
1997 pursuant to the approval of the Board of Directors of the Company on the
same date.
WHEREAS, the Board of Directors of the Company recognizes that the
Securities and Exchange Commission has adopted amendments to Rule 16b-3 under
the Securities Exchange Act of 1934, as amended, and believes that it is in the
best interest of the Company, its employees and directors to amend the 1994
Stock Plan (the "Original Plan") to reflect such amendments to Rule 16b-3 and to
make certain other changes to the Plan in order to allow the Board of Directors
or the Compensation Committee of the Board of Directors to grant Awards to
persons who make significant contributions to the Company but who are not
Employees or Directors of the Company.
NOW, THEREFORE, pursuant to the authorization granted by the Board of
Directors of the Company, the Plan is hereby amended as set forth below.
Capitalized terms used herein and not otherwise defined, have the meaning
ascribed to such terms in the Original Plan.
1. Purposes. Section 1 of the Original Plan is hereby amended to read
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in its entirety as follows:
"SECTION 1. Purposes. The purposes of this Stillwater Mining Company
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1994 Stock Plan as amended by the First Amendment to 1994 Stock Plan
dated April 24, 1997, (the "First Amendment") and as further amended
from time to time (the "Plan"), are to promote the interests of
Stillwater Mining Company and its stockholders by (i) attracting and
retaining personnel, including executive and other key employees,
consultants, and directors of the Company and its Affiliates, as
defined below; (ii) motivating such employees by means of performance-
related incentives to achieve longer-range performance goals, and
(iii) enabling such employees, consultants and directors to
participate in the long-term growth and financial success of the
Company."
2. Definitions.
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(a) Section 2 of the Original Plan is hereby amended to add the
following definition:
" "Consultant" shall mean any Person who is engaged by the Company or
any Affiliate to render consulting or advisory services as an
independent contractor and is compensated for such services."
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(b) The following definitions in Section 2 of the Original Plan are
hereby amended to read as follows:
" "Committee" shall mean (i) the Board, or (ii) a committee of the
Board designated by the Board to administer the Plan and composed of
not less than the minimum number of Persons from time to time required
by Rule 16b-3, each of whom, to the extent necessary to comply with
16b-3 only, is a "Non-Employee Director" within the meaning of Rule
16b-3(b)(3)(i).
" "Non-Employee Director" (i) shall have the meaning set forth in Rule
16b-3(b)(3)(i) for purposes of the definition of "Committee" set forth
in the Plan, and (ii) shall mean a director who is not an Employee of
the Company for all other purposes, including, but not limited to,
Section 6(a)(iv).
" "Participant" shall mean any Employee, Non-Employee Director or
Consultant selected by the Committee to receive an Award under the
Plan."
3. Awards.
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(a) Clause (i) of Section 6(a)(iv) of the Original Plan is hereby
amended to read in its entirety as follows: "(i) the term of each such Option
shall be the lesser of ten (10) years after the date of grant or, if a Non-
Employee Director is removed for cause, one year after the termination of
services as a director, . . ." Such amendment to the Plan set forth in the
immediately preceding sentence shall be deemed to amend and apply to all Award
Agreements relating to any Options granted to any Non-Employee Director prior to
the date of this Amendment or hereafter.
(b) Section 6 of the Original Plan is hereby amended to add a new
paragraph (a)(v) to read in its entirety as follows:
"(v) Consultants. Subject to the provisions of the Plan, the
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Committee shall have the authority to determine the Consultants to
whom options shall be granted, the number of Shares to be covered by
each Option, the option price therefor and the conditions and
limitations applicable to the exercise of the Option. The Committee
shall have the authority to only grant Non-Qualified Stock Options to
Consultants. The exercise price of the Option granted shall not be
less than 100% of the per share Fair Market Value of the Shares on the
date of grant. Each Option shall be exercisable at such times and
subject to such conditions as the Committee shall specify in the
applicable Award Agreement or thereafter. The Committee may impose
such conditions with respect to the exercise of Options, including
without limitation, any relating to the application of federal or
state securities laws, as it may deem necessary or advisable."
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(c) Section 6(e)(iii) of the Original Plan is hereby amended to read
in its entirety as follows:
"(iii) Limits on Transfer of Awards. Awards (other than Incentive
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Stock Options) shall be transferable to the extent provided in any
Award Agreement. Incentive Stock Options may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other
than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Participant, only by the
Participant; provided, however, that the Participant may designate a
beneficiary of the Participant's Incentive Stock Option in the event
of the Participant's death on a beneficiary designation form provided
by the Company.
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