since this otc link didnt copy
this was Heclas report of the final acquisition of our RVM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
C URRENT R EPORT
P URSUANT TO S ECTION 13 OR 15(d)
OF T HE S ECURITIES E XCHANGE A CT OF 1934
Date of Report (Date of earliest event reported): June 15, 2015
HECLA MINING COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-8491 77-0664171
(State or Other Jurisdiction
of Incorporation) (Commission
File Number) (IRS Employer
Identification No.)
6500 North Mineral Drive, Suite 200
Coeur d’Alene, Idaho 83815-9408
(Address of Principal Executive Offices) (Zip Code)
(208) 769-4100
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))
¨ 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))
Item 2.01. Completion of Acquisition or Disposition of Assets
On June 15, 2015, Hecla Mining Company (the “Company” or “Hecla”) and our wholly owned subsidiary, RHL Holdings, Inc. (“RHL”) completed the acquisition of Revett Mining Company, Inc. (“Revett”) pursuant to the terms of the March 26, 2015 Agreement and Plan of Merger among the parties, as amended (the “Agreement”). Under the terms of the Agreement, each share of common stock of Revett outstanding immediately prior to the effective time of the merger will be exchanged for 0.1622 of a share of our common stock, with cash paid in lieu of fractional shares. Revett had 39,273,989 shares of common stock outstanding immediately prior to the effective time of the merger. The Agreement is filed as Exhibit 2.1 to this report on Form 8-K and is incorporated herein by reference.
The Agreement has been incorporated by reference herein to provide you with information regarding its terms. It is not intended to provide any other factual information about us. Such information can be found elsewhere in other public filings we have made with the Securities and Exchange Commission, which are available without charge at www.sec.gov.
The Agreement contains representations and warranties by the Company, RHL, and Revett. The assertions embodied in those representations and warranties are qualified by information in a confidential disclosure schedule that the Company has exchanged in connection with signing the Agreement. While the Company does not believe that it contains information securities laws require us to publicly disclose other than information that has already been so disclosed, the disclosure schedule does contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Agreement. Accordingly you should not rely on the representations and warranties as characterizations of the actual state of facts, since they are modified in important part by the disclosure schedule. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Item 8.01. Other Events
On June 15, 2015, the Company issued a press release announcing the closing of the Revett acquisition. A copy of the news release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements for Businesses Acquired.
The unaudited financial statements of Revett as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and March 31, 2014 are filed as Exhibit 99.2 and incorporated in their entirety herein by reference. The audited financial statements of Revett as of and for the years ended December 31, 2014 and 2013 are filed as Exhibit 99.3 and incorporated in their entirety herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information as of and for the three-month period ended March 31, 2015, and for the year ended December 31, 2014, is furnished as Exhibit 99.4 and incorporated in its entirety herein by reference.
(d) Exhibits
2.1 Agreement and Plan of Merger dated as of March 26, 2015, as amended, by and among Hecla Mining Company, its wholly owned subsidiary, RHL Holdings, Inc., and Revett Mining Company, Inc.
23.1 Consent of BDO USA, LLP.
99.1 News Release dated June 15, 2015.
99.2 Unaudited financial statements of Revett as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and March 31, 2014.
99.3 Audited financial statements of Revett as of and for the years ended December 31, 2014 and 2013.
99.4 Unaudited pro forma condensed combined financial statements of Hecla giving effect to the acquisition of Revett as of and for the three-month period ended March 31, 2015, and for the year ended December 31, 2014.
SIGNATURE
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.
HECLA MINING COMPANY
By: /s/ David C. Sienko
Name:
David C. Sienko
Vice President and General Counsel
Dated: June 15, 2015
Exhibit 2.1
EXECUTION VERSION
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
REVETT MINING COMPANY, INC.
HECLA MINING COMPANY,
and
RHL HOLDINGS, INC.
Dated as of
March 26, 2015
TABLE OF CONTENTS
Page
Article 1 Defined Terms and Interpretation 1
Section 1.1
Definitions
1
Section 1.2
Interpretation
8
Article 2 The Merger
8
Section 2.1
The Merger
8
Section 2.2
Closing
8
Section 2.3
Effective Time
9
Section 2.4
Effect of the Merger
9
Section 2.5
Certificate of Incorporation; Bylaws
9
Section 2.6
Directors and Officers
9
Article 3 Conversion of Securities; Exchange of Certificates
9
Section 3.1
Conversion of Securities
9
Section 3.2
Treatment of Stock Options and Warrants
10
Section 3.3
Exchange of Certificates
11
Section 3.4
No Fractional Shares
12
Section 3.5
Stock Transfer Books
12
Article 4 Representations and Warranties of the Company
13
Section 4.1 Organization and Qualification; Standing and Power; Charter Documents; Minutes; Subsidiaries 13
Section 4.2
Capital Structure
13
Section 4.3
Authority
15
Section 4.4
No Conflict; Required Filings and Consents
15
Section 4.5
Compliance with Laws; Permits
16
Section 4.6
Securities Filings; Financial Statements
16
Section 4.7
Affiliate Transactions
18
Section 4.8
Absence of Certain Changes
18
Section 4.9
Employees and Benefits
18
Section 4.10
Material Contracts
21
Section 4.11
Litigation
22
Section 4.12
Environmental Matters
22
Section 4.13
Intellectual Property
23
Section 4.14
Taxes
23
Section 4.15
Real Estate and Personal Property
24
Section 4.16
Mineral Properties and Mineral Rights
25
Section 4.17
Proxy Statement; S-4
26
Section 4.18
Brokers
27
Section 4.19
Takeover Statutes
27
Section 4.20
Fairness Opinion
27
Section 4.21
Access to Information; Disclaimer
27
Section 4.22
Insurance
27
Section 4.23
Representations
28
Article 5 Representations and Warranties of Parent and Merger Sub
28
Section 5.1
Organization and Qualification; Charter Documents
28
Section 5.2
Capitalization
28
Section 5.3
Authority
29
Section 5.4
No Conflict; Required Filings and Consents
29
Section 5.5
Orders
29
Section 5.6
Ownership of Merger Sub
29
Section 5.7
Vote Required
29
Section 5.8
Brokers
30
Section 5.9
Proxy Statement
30
Section 5.10
Securities Filings; Financial Statements
30
Page
Article 6 Covenants
31
Section 6.1
Conduct of Business Pending the Closing
31
Section 6.2
Proxy Statement and S-4 Registration Statement; Company Shareholders’ Meeting
33
Section 6.3
Access to Information; Confidentiality
34
Section 6.4
No Solicitation of Transactions
34
Section 6.5
Reasonable Best Efforts
36
Section 6.6
Certain Notices
37
Section 6.7
Public Announcements
38
Section 6.8
NYSE Listing
38
Section 6.9
Indemnification of Directors and Officers
38
Section 6.10
State Takeover Statutes
39
Article 7 Closing Conditions
39
Section 7.1
Conditions to Obligations of Each Party Under This Agreement
39
Section 7.2
Additional Conditions to Obligations of Parent and Merger Sub
40
Section 7.3
Additional Conditions to Obligations of the Company
41
Section 7.4
Frustration of Closing Conditions
41
Article 8 Termination, Amendment and Waiver
42
Section 8.1
Termination
42
Section 8.2
Notice of Termination; Effect of Termination
43
Section 8.3
Fees and Expenses
43
Section 8.4
Termination Fee and Expenses
43
Section 8.5
Extension; Waiver
44
Section 8.6
Amendment
45
Section 8.7
Acknowledgment
45
Article 9 General Provisions
45
Section 9.1
Non-Survival of Representations and Warranties
45
Section 9.2
Notices
45
Section 9.3
Headings
46
Section 9.4
Disclosure Schedules
46
Section 9.5
Severability
46
Section 9.6
Entire Agreement; Parties in Interest
46
Section 9.7
Assignment
47
Section 9.8
Mutual Drafting
47
Section 9.9 Governing Law; Consent to Jurisdiction; Remedies; Enforcement; Waiver of Trial by Jury 47
Section 9.10
Counterparts
48
Section 9.11
No Third Party Beneficiaries
48
AGREEMENT AND PLAN OF MERGER
this was Heclas report of the final acquisition of our RVM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
C URRENT R EPORT
P URSUANT TO S ECTION 13 OR 15(d)
OF T HE S ECURITIES E XCHANGE A CT OF 1934
Date of Report (Date of earliest event reported): June 15, 2015
HECLA MINING COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-8491 77-0664171
(State or Other Jurisdiction
of Incorporation) (Commission
File Number) (IRS Employer
Identification No.)
6500 North Mineral Drive, Suite 200
Coeur d’Alene, Idaho 83815-9408
(Address of Principal Executive Offices) (Zip Code)
(208) 769-4100
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))
¨ 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))
Item 2.01. Completion of Acquisition or Disposition of Assets
On June 15, 2015, Hecla Mining Company (the “Company” or “Hecla”) and our wholly owned subsidiary, RHL Holdings, Inc. (“RHL”) completed the acquisition of Revett Mining Company, Inc. (“Revett”) pursuant to the terms of the March 26, 2015 Agreement and Plan of Merger among the parties, as amended (the “Agreement”). Under the terms of the Agreement, each share of common stock of Revett outstanding immediately prior to the effective time of the merger will be exchanged for 0.1622 of a share of our common stock, with cash paid in lieu of fractional shares. Revett had 39,273,989 shares of common stock outstanding immediately prior to the effective time of the merger. The Agreement is filed as Exhibit 2.1 to this report on Form 8-K and is incorporated herein by reference.
The Agreement has been incorporated by reference herein to provide you with information regarding its terms. It is not intended to provide any other factual information about us. Such information can be found elsewhere in other public filings we have made with the Securities and Exchange Commission, which are available without charge at www.sec.gov.
The Agreement contains representations and warranties by the Company, RHL, and Revett. The assertions embodied in those representations and warranties are qualified by information in a confidential disclosure schedule that the Company has exchanged in connection with signing the Agreement. While the Company does not believe that it contains information securities laws require us to publicly disclose other than information that has already been so disclosed, the disclosure schedule does contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Agreement. Accordingly you should not rely on the representations and warranties as characterizations of the actual state of facts, since they are modified in important part by the disclosure schedule. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Item 8.01. Other Events
On June 15, 2015, the Company issued a press release announcing the closing of the Revett acquisition. A copy of the news release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements for Businesses Acquired.
The unaudited financial statements of Revett as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and March 31, 2014 are filed as Exhibit 99.2 and incorporated in their entirety herein by reference. The audited financial statements of Revett as of and for the years ended December 31, 2014 and 2013 are filed as Exhibit 99.3 and incorporated in their entirety herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information as of and for the three-month period ended March 31, 2015, and for the year ended December 31, 2014, is furnished as Exhibit 99.4 and incorporated in its entirety herein by reference.
(d) Exhibits
2.1 Agreement and Plan of Merger dated as of March 26, 2015, as amended, by and among Hecla Mining Company, its wholly owned subsidiary, RHL Holdings, Inc., and Revett Mining Company, Inc.
23.1 Consent of BDO USA, LLP.
99.1 News Release dated June 15, 2015.
99.2 Unaudited financial statements of Revett as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and March 31, 2014.
99.3 Audited financial statements of Revett as of and for the years ended December 31, 2014 and 2013.
99.4 Unaudited pro forma condensed combined financial statements of Hecla giving effect to the acquisition of Revett as of and for the three-month period ended March 31, 2015, and for the year ended December 31, 2014.
SIGNATURE
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.
HECLA MINING COMPANY
By: /s/ David C. Sienko
Name:
David C. Sienko
Vice President and General Counsel
Dated: June 15, 2015
Exhibit 2.1
EXECUTION VERSION
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
REVETT MINING COMPANY, INC.
HECLA MINING COMPANY,
and
RHL HOLDINGS, INC.
Dated as of
March 26, 2015
TABLE OF CONTENTS
Page
Article 1 Defined Terms and Interpretation 1
Section 1.1
Definitions
1
Section 1.2
Interpretation
8
Article 2 The Merger
8
Section 2.1
The Merger
8
Section 2.2
Closing
8
Section 2.3
Effective Time
9
Section 2.4
Effect of the Merger
9
Section 2.5
Certificate of Incorporation; Bylaws
9
Section 2.6
Directors and Officers
9
Article 3 Conversion of Securities; Exchange of Certificates
9
Section 3.1
Conversion of Securities
9
Section 3.2
Treatment of Stock Options and Warrants
10
Section 3.3
Exchange of Certificates
11
Section 3.4
No Fractional Shares
12
Section 3.5
Stock Transfer Books
12
Article 4 Representations and Warranties of the Company
13
Section 4.1 Organization and Qualification; Standing and Power; Charter Documents; Minutes; Subsidiaries 13
Section 4.2
Capital Structure
13
Section 4.3
Authority
15
Section 4.4
No Conflict; Required Filings and Consents
15
Section 4.5
Compliance with Laws; Permits
16
Section 4.6
Securities Filings; Financial Statements
16
Section 4.7
Affiliate Transactions
18
Section 4.8
Absence of Certain Changes
18
Section 4.9
Employees and Benefits
18
Section 4.10
Material Contracts
21
Section 4.11
Litigation
22
Section 4.12
Environmental Matters
22
Section 4.13
Intellectual Property
23
Section 4.14
Taxes
23
Section 4.15
Real Estate and Personal Property
24
Section 4.16
Mineral Properties and Mineral Rights
25
Section 4.17
Proxy Statement; S-4
26
Section 4.18
Brokers
27
Section 4.19
Takeover Statutes
27
Section 4.20
Fairness Opinion
27
Section 4.21
Access to Information; Disclaimer
27
Section 4.22
Insurance
27
Section 4.23
Representations
28
Article 5 Representations and Warranties of Parent and Merger Sub
28
Section 5.1
Organization and Qualification; Charter Documents
28
Section 5.2
Capitalization
28
Section 5.3
Authority
29
Section 5.4
No Conflict; Required Filings and Consents
29
Section 5.5
Orders
29
Section 5.6
Ownership of Merger Sub
29
Section 5.7
Vote Required
29
Section 5.8
Brokers
30
Section 5.9
Proxy Statement
30
Section 5.10
Securities Filings; Financial Statements
30
Page
Article 6 Covenants
31
Section 6.1
Conduct of Business Pending the Closing
31
Section 6.2
Proxy Statement and S-4 Registration Statement; Company Shareholders’ Meeting
33
Section 6.3
Access to Information; Confidentiality
34
Section 6.4
No Solicitation of Transactions
34
Section 6.5
Reasonable Best Efforts
36
Section 6.6
Certain Notices
37
Section 6.7
Public Announcements
38
Section 6.8
NYSE Listing
38
Section 6.9
Indemnification of Directors and Officers
38
Section 6.10
State Takeover Statutes
39
Article 7 Closing Conditions
39
Section 7.1
Conditions to Obligations of Each Party Under This Agreement
39
Section 7.2
Additional Conditions to Obligations of Parent and Merger Sub
40
Section 7.3
Additional Conditions to Obligations of the Company
41
Section 7.4
Frustration of Closing Conditions
41
Article 8 Termination, Amendment and Waiver
42
Section 8.1
Termination
42
Section 8.2
Notice of Termination; Effect of Termination
43
Section 8.3
Fees and Expenses
43
Section 8.4
Termination Fee and Expenses
43
Section 8.5
Extension; Waiver
44
Section 8.6
Amendment
45
Section 8.7
Acknowledgment
45
Article 9 General Provisions
45
Section 9.1
Non-Survival of Representations and Warranties
45
Section 9.2
Notices
45
Section 9.3
Headings
46
Section 9.4
Disclosure Schedules
46
Section 9.5
Severability
46
Section 9.6
Entire Agreement; Parties in Interest
46
Section 9.7
Assignment
47
Section 9.8
Mutual Drafting
47
Section 9.9 Governing Law; Consent to Jurisdiction; Remedies; Enforcement; Waiver of Trial by Jury 47
Section 9.10
Counterparts
48
Section 9.11
No Third Party Beneficiaries
48
AGREEMENT AND PLAN OF MERGER
