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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-25090
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STILLWATER MINING COMPANY
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 81-0480654
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
536 E. PIKE AVENUE
POST OFFICE BOX 1330
COLUMBUS, MONTANA 59019
________________________________________ ________________
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(303) 978-2525
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND
IS EFFECTIVE UPON FILING PURSUANT TO GENERAL INSTRUCTION A.(c)(1), PLEASE
CHECK THE FOLLOWING BOX. [ ]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND
IS TO BECOME EFFECTIVE SIMULTANEOUSLY WITH THE EFFECTIVENESS OF A
CONCURRENT REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PURSUANT
TO GENERAL INSTRUCTION A.(c)(2), PLEASE CHECK THE FOLLOWING BOX. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
COMMON STOCK, PAR VALUE $.01 PER SHARE AMERICAN STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS AMERICAN STOCK EXCHANGE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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For a description of the shares of common stock, par value $.01 per
share (the "Common Stock"), of Stillwater Mining Company (the "Registrant")
being registered hereunder, as required by Item 202 of Regulation S-K, and in
accordance with the Instruction to Item 1 of Form 8-A, see the Section
"Description of Common Stock" in the Prospectus of the Registrant filed with the
Securities and Exchange Commission on October 22, 1996 as part of the
Registrant's Registration Statement on Form S-3, No. 333-12419, which section is
incorporated herein by reference. For a description of the Preferred Stock
Purchase Rights, see the Section "Description of Registrant's Securities to be
Registered" in the Form 8-A of the Registrant filed with the Securities and
Exchange Commission on October 30, 1995, which section is incorporated herein by
reference. The Common Stock and the Preferred Stock Purchase Rights were each
previously registered on a Form 8-A pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended.
ITEM 2. EXHIBITS
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In accordance with Item II to the Instructions as to Exhibits to Form
8-A, the following Exhibits are filed (except to the extent set forth below)
with the copy of this Form 8-A filed with the American Stock Exchange. Such
Exhibits, however, are not incorporated by reference or filed with the copy of
this Form 8-A filed with the Securities and Exchange Commission:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
2. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31,1997.
2.2 The Registrant's Current Reports on Form 8-K dated February 21,
1997; April 22, 1997 and May 20, 1997.
3. The Registrant's Proxy Statement for the 1997 Annual Meeting of
Stockholders, dated March 25, 1997, and Supplement thereto dated
April 24, 1997.
4.1 The Registrant's Restated Certificate of Incorporation.
4.2 The Registrant's Amended and Restated Bylaws.
5.1 Specimen Stock Certificate of Stillwater Mining Company.
5.2. Rights Agreement, dated as of October 26, 1995, between
Stillwater Mining Company and American Securities Transfer,
Incorporated, as Rights Agent, which includes the Form of Rights
Certificate as Exhibit A, the Summary of Rights to Purchase
Preferred Stock as Exhibit B and the Certificate of Designation
for the Preferred Stock as Exhibit C.
6. The Registrant's 1996 Annual Report to Stockholders. (Such Annual
Report is not deemed "filed" with the American Stock Exchange or
otherwise subject to the liabilities of Section 18 of the
Securities Exchange Act of 1934, as amended, except to the extent
such Annual Report is already subject thereto.)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: June 3, 1997 STILLWATER MINING COMPANY
By: /s/ Ray W. Ballmer
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Ray W. Ballmer
Chairman
