Attached files
| file | filename |
|---|---|
| EX-10.1 - CHINA SHEN ZHOU MINING & RESOURCES, INC. | v208298_ex10-1.htm |
| EX-4.1 - CHINA SHEN ZHOU MINING & RESOURCES, INC. | v208298_ex4-1.htm |
| EX-99.1 - CHINA SHEN ZHOU MINING & RESOURCES, INC. | v208298_ex99-1.htm |
UNITED
STATES
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 19, 2011
CHINA
SHEN ZHOU MINING & RESOURCES, INC .
(Exact
name of registrant as specified in its charter)
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Nevada
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001-33929
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87-0430816
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer ID Number)
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No. 166 Fushi Road Zeyang
Tower, Shijingshan District, Beijing, China 100043
(Address
of principal executive offices)
86-010-8890-6927
(Registrant’s
telephone number, including area code)
Not
applicable
(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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
January 19, 2011, China Shen Zhou Mining & Resources, Inc. (the “Company”)
agreed to sell to certain institutional investors, pursuant to a securities
purchase agreement, in the form attached hereto as Exhibit 10.1 and incorporated
by reference herein, 2,836,883 shares of the Company’s common stock and
warrants to purchase up to 851,066 shares of the Company’s common stock in
a registered direct public offering (the “Offering”). The Offering
was effected as a takedown from the Company’s shelf registration statement on
Form S-3 (File No. 333-171243), which became effective on January 7, 2011,
pursuant to a prospectus supplement to be filed with the U.S. Securities and
Exchange Commission.
The
Company will receive aggregate gross proceeds, before deducting fees to the
placement agent and other estimated offering expenses payable by the Company, of
approximately $20 million. The common stock and warrants were sold in
fixed combinations, with each combination consisting of one share of common
stock and a warrant to purchase 0.30 shares of common stock. The
purchase price is $7.05 per fixed combination. The warrants are
exercisable immediately following the closing date of the Offering and will
remain exercisable for three years thereafter at an exercise price of $8.46 per
share. The exercise price of the warrants is subject to adjustment in
the case of stock splits, stock dividends, combinations of shares and similar
recapitalization transactions and in the event the Company issues or is deemed
to issue shares of common stock for less than the exercise price then in
effect. A form of the warrants is attached hereto as Exhibit 4.1 and
incorporated by reference herein.
The
exercisability of the warrants may be limited if, upon exercise, the holder or
any of its affiliates would beneficially own more than 4.99% of the Company’s
common stock.
The
Company has agreed with each of the purchasers that, subject to certain
exceptions, it will not, within the ninety (90) days following the closing of
the Offering (which period may be extended in certain circumstances), enter into
any agreement to issue or announce the issuance or proposed issuance of any
securities.
The
Company has also agreed with each of the purchasers that for a period of 12
months, it will not effect or enter into an agreement to effect a “Variable Rate
Transaction,” which means a transaction in which the Company:
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·
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issues
or sells any convertible securities either (A) at a conversion, exercise
or exchange rate or other price that is based upon and/or varies with the
trading prices of, or quotations for, the shares of our common stock at
any time after the initial issuance of such convertible securities, or (B)
with a conversion, exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such convertible
securities or upon the occurrence of specified or contingent events
directly or indirectly related to the business of the Company or the
market for our common stock, other than pursuant to a customary “weighted
average” anti-dilution provision;
or
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·
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enters
into any agreement (including, without limitation, an equity line of
credit) whereby we may sell securities at a future determined price (other
than standard and customary “preemptive” or “participation”
rights).
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The
Company has also agreed with each of the purchasers if the Company issues
securities within the 12 months following the closing of the Offering, the
purchasers shall have the right to purchase all of the securities on the same
terms, conditions and price provided for in the proposed issuance of
securities.
The
Company has also agreed to grant to the placement agent at the closing of the
Offering warrants (the “Placement Agent’s Warrants”) to purchase that number of
shares of our common stock equal to 8% of the aggregate number of shares
underlying the warrants placed in the Offering. The Placement Agent’s
Warrants shall have the same terms as the warrants offered in the Offering,
except that the exercise price will be 120% of the exercise price in the
warrants offered in the Offering. The Placement Agent’s Warrants, and
shares underlying the Placement Agent’s Warrants, are each included in the
prospectus supplement to be filed with the U.S. Securities and Exchange
Commission.
The net
proceeds to the Company from the Offering, after deducting placement agent fees
and the estimated offering expenses borne by the Company, and excluding the
proceeds, if any, from the exercise of the warrants for cash issued in the
Offering, are expected to be approximately $19 million. The Offering
will close on or before January 24, 2011. After giving effect to the
Offering, but without giving effect to the exercise of the warrants being
offered, the Company will have 30,811,397 shares of common stock
outstanding.
The
Company will use the proceeds from the Offering for (i) general corporate
purposes and working capital (including for general and administrative
expenses), (ii) potential ordinary course acquisitions that complement the
Company’s business (provided that $5,000,000 of such proceeds will be used for
the acquisition and renovation of the mining facilities of Xinyi Fluorite
Company, Ltd.) and (iii) the payment of the fees and expenses of the Offering.
None of such proceeds will be used for (i) the repayment of any outstanding
Indebtedness (as defined in the securities purchase agreement in the form
attached hereto as Exhibit 10.1) of the Company or any of its subsidiaries, (ii)
the redemption or repurchase of any securities of the Company or any of its
subsidiaries or (iii) the settlement of any outstanding
litigation.
Item
8.01 Other Events.
On
January 19, 2011, the Company issued a press release announcing the
Offering. A copy of the press release is attached as
Exhibit 99.1 hereto and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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4.1
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Form
of Warrant to Purchase Common Stock
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10.1
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Form
of Securities Purchase Agreement
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99.1
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Press
Release, dated January 19, 2011
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
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China
Shen Zhou Mining & Resources, Inc.
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Date:
January 19, 2011
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By:
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/s/ Xiaojing Yu | |
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Xiaojing
Yu,
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| Chief Executive Officer | |||