Attached files
| file | filename |
|---|---|
| EX-4.1 - WHITE MOUNTAIN TITANIUM CORP | v208353_ex4-1.htm |
| EX-3.1 - WHITE MOUNTAIN TITANIUM CORP | v208353_ex3-1.htm |
| EX-99.1 - WHITE MOUNTAIN TITANIUM CORP | v208353_ex99-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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): January 18, 2011
White
Mountain Titanium Corporation
(Exact
Name of Registrant as Specified in Charter)
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NEVADA
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333-129347
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87-057730
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(State
or Other Jurisdiction of
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Commission
File Number
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(IRS
Employer Identification No.)
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Incorporation)
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Augusto
Leguia 100, Oficina 812, Las Condes, Santiago Chile
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None
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (56 2) 657-1800
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities
Act
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
1.01 Entry into a Material Definitive Agreement.
On
January 18, 2011, White Mountain Titanium Corporation (the “Company”) entered
into a Rights Agreement (the “Rights Agreement”), dated January 18, 2011,
between the Company and Interwest Transfer Company, Inc., as Rights Agent (the
“Rights Agent”). In connection with the adoption of the Rights Agreement,
effective January 18, 2011, the Board of Directors of the Company declared a
dividend distribution of one right (“Right”) for each outstanding share of
common stock, par value $0.001 per share (the “Common Stock”), of the Company,
payable to stockholders of record on January 28, 2011. Each Right,
when exercisable, entitles the registered holder to purchase from the Company
one one-thousandth of one share of Series B Junior Participating Preferred Stock
(“Preferred Stock”) at a price of $4.00 per one one-thousandth share (the
“Purchase Price”), subject to adjustment. The description and terms
of the Rights are set forth in the Rights Agreement. A press release announcing
the Rights Agreement is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Initially,
the Rights will be attached to all certificates representing shares of Common
Stock then outstanding, and no separate certificates evidencing the Rights will
be distributed. The Rights will separate from the Common Stock and a
distribution of Rights Certificates (as defined below) will occur upon the
earlier to occur of (i) 10 days following a public announcement that a
person or group of affiliated or associated persons (an “Acquiring Person”) has
acquired beneficial ownership of 15% or more of the outstanding shares of Common
Stock (the “Stock Acquisition Date”) or (ii) 10 business days (or such
later date as the Board of Directors of the Company may determine) following the
commencement of, or the first public announcement of the intention to commence,
a tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person of 15% or more of the outstanding shares of
Common Stock (the earlier of such dates being called the “Distribution
Date”).
Until the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates, and will be transferred with and only with the Common Stock
certificates, (ii) new Common Stock certificates issued after January 28,
2011, upon transfer or new issuance of the Common Stock will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender
for transfer of any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
The
Rights are not exercisable until the Distribution Date and will expire at the
close of business on January 18, 2021, unless such date is extended, the Rights
Agreement is terminated, or the Rights are earlier redeemed or exchanged by the
Company as described below. The Rights will not be exercisable by a holder in
any jurisdiction where the requisite qualification to the issuance to such
holder, or the exercise by such holder, of the Rights has not been obtained or
is not obtainable.
As soon
as practicable following the Distribution Date, separate certificates evidencing
the Rights (“Rights Certificates”) will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and,
thereafter, the separate Rights Certificates alone will evidence the Rights.
Except as otherwise determined by the Board of Directors of the Company, only
shares of Common Stock issued prior to the Distribution Date will be issued with
Rights.
In the
event that a Person becomes the beneficial owner of 15% or more of the then
outstanding shares of Common Stock, except pursuant to an offer for all
outstanding shares of Common Stock which the Directors determine to be fair to
and otherwise in the best interests of the Company and its stockholders (a
“Qualifying Offer”), each holder of a Right will, after the end of a redemption
period referred to below, have the right to exercise the Right by purchasing,
for an amount equal to the Purchase Price, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to two times such amount, provided that the per share value of the common
shares shall not be less than the applicable exercise price of warrants issued
pursuant to the Securities Purchase Agreement dated July 7, 2005, as amended,
which exercise price is currently $0.50 per share. Notwithstanding any of the
foregoing, following the occurrence of the events set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void. However, Rights are not exercisable following the occurrence of the events
set forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.
For
example, at a Purchase Price of $4.00 per Right, each Right not owned by an
Acquiring Person (or by certain related parties) following an event set forth in
the preceding paragraph would entitle its holder to purchase $8.00 worth of
Common Stock (or other consideration, as noted above) for $4.00. Assuming that
the Common Stock had a per share value of $2.00 at such time, the holder of each
valid Right would be entitled to purchase four shares of Common Stock for
$4.00.
In the
event that at any time following the Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination transaction (other
than a merger that follows a Qualifying Offer), or (ii) 50% or more of the
Company’s assets or earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set forth above) shall,
after the expiration of the redemption period referred to below, have the right
to receive, upon exercise, common stock of the acquiring company having a value
equal to two times the Purchase Price of the Right (e.g., common stock of
the acquiring company having a value of $8.00 for the $4.00 Purchase
Price).
At any
time after a person or group of affiliated or associated persons becomes an
Acquiring Person and prior to the acquisition by such person of 50% or more of
the outstanding Common Stock, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which have become
void), in whole or in part, at an exchange ratio of one share of Common Stock
(or, in certain circumstances, other equity securities of the Company that are
deemed by the Board of Directors of the Company to have the same value as shares
of Common Stock) per Right (subject to adjustment).
2
The
Purchase Price payable, and the number of one one-thousandths of a share of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution under
certain circumstances.
With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price. No fractional shares will be issued (other than fractions which are
integral multiples of one one-thousandth of a share of Preferred Stock) and in
lieu thereof, an adjustment in cash will be made based on the market price of
the Preferred Stock on the last trading date prior to the date of
exercise.
In
general, the Board of Directors of the Company, may cause the Company to redeem
the Rights in whole, but not in part, at any time during the period commencing
on January 18, 2011, and ending on the tenth business day following the Stock
Acquisition Date (the “Redemption Period”) at a price of $0.001 per Right
(payable in cash, Common Stock or other consideration deemed appropriate by the
Board of Directors of the Company). Under certain circumstances set
forth in the Rights Agreement, the decision to redeem the Rights will require
the concurrence of a two-thirds majority of the Board of Directors. After the
Redemption Period has expired, the Company’s right of redemption may be
reinstated if an Acquiring Person reduces his beneficial ownership to 10% or
less of the outstanding shares of Common Stock in a transaction or series of
transactions not involving the Company and there are no other Acquiring Persons.
Immediately upon the action of the Board of Directors of the Company ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $0.001 redemption price.
Until a
Right is exercised, the holder thereof, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends. While the distribution of the Rights will not be subject
to federal taxation to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth
above.
We
currently have outstanding warrants to purchase up to 4,250,000 shares at a
current exercise price of $0.50 per share. These warrants are held by
Rubicon Master Fund pursuant to the Securities Purchase Agreement dated July 7,
2005, as amended. Pursuant to the terms of this warrant, the warrant
holder will be entitled to the same rights as a shareholder under the Rights
Agreement as if the warrant were exercised.
Except
with respect to the Redemption Price of the Rights, any of the provisions of the
Rights Agreement may be amended by the Board of Directors of the Company prior
to the Distribution Date. After the Distribution Date, the provisions of the
Rights Agreement may be amended by the Board of Directors of the Company in
order to cure any ambiguity, defect or inconsistency or to make changes which do
not adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided however, no amendment
to adjust the time period governing redemption may be made at such time as the
Rights are not redeemable.
A total
of 500,000 shares of Preferred Stock are reserved for issuance upon exercise of
the Rights.
The
Rights have certain anti-takeover effects. The Rights will cause substantial
dilution to a person or group that attempts to acquire the Company without
conditioning the offer on a substantial number of Rights being acquired, or in a
manner or on terms not approved by the Board of Directors of the Company. The
Rights, however, should not deter any prospective offeror willing to negotiate
in good faith with the Board of Directors of the Company, nor should the Rights
interfere with any merger or other business combination approved by the Board of
Directors of the Company.
At least
once every three years the Audit Committee of the Board of Directors or a
committee of directors comprised of directors who are independent of management
and free from any relationship that, in the opinion of the Board of Directors
would interfere with their exercise of independent judgment, shall review and
evaluate the Rights Agreement in order to consider whether the maintenance of
the Rights Agreement continues to be in the interests of the Company and its
stockholders. Following each such review, the committee will communicate its
conclusions to the full Board of Directors, including any recommendation in
light thereof as to whether the Rights Agreement should be modified or the
Rights should be redeemed.
3
The
foregoing description of the Rights and the Rights Agreement between the Company
and the Rights Agent does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is included as Exhibit 4.1
hereto and is incorporated herein by reference.
Item
3.03 Material Modification to Rights of Security
Holders.
The
information contained in Items 1.01 and 5.03 is incorporated herein by
reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
January 18, 2011, the Company filed a Certificate of Designation, Preferences
and Rights of Series B Junior Participating Preferred Stock (the “Certificate of
Designations”) with the Secretary of State of Nevada. In connection
with the adoption of the Certificate of Designations, the Board of Directors of
the Company authorized the creation of a series of 500,000 shares of Series B
Junior Participating Preferred Stock. A copy of the Certificate of
Designations is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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3.1
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Certificate
of Designation, Preferences and Rights of Series B Junior Participating
Preferred Stock.
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4.1
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Rights
Agreement, dated as of January 18, 2011, between the Company and Interwest
Transfer Company, Inc., as Rights Agent.
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99.1
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Press
Release dated January 18, 2011
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SIGNATURES
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.
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White
Mountain Titanium Corporation
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Date: January
18, 2011
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By
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/s/ Brian Flower
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Brian
Flower Chairman
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