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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 22, 2007
Coeur dAlene Mines Corporation
(Exact name of registrant as specified in its charter)
IDAHO
(State or other jurisdiction
of incorporation or organization)
1-8641
(Commission File Number)
82-0109423
(IRS Employer Identification No.)
505 Front Ave., P.O. Box I
Coeur dAlene, Idaho, 83816
(Address of Principal Executive Offices)
(208) 667-3511
(Registrants 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 (see General Instructions
A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Coeur dAlene Mines Corporation hereby amends and restates its Current Report on Form 8-K
filed June 22, 2007 as set forth below:
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Item 1.01 |
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Entry Into a Material Definitive Agreement |
On June 22, 2007, Coeur dAlene Mines Corporation announced that Bolnisi Gold NL has agreed to
further extend Coeurs due diligence period under the Merger Implementation Agreement relating to
Coeurs proposed acquisition of Bolnisi, which is part of a larger transaction that also would
result in Coeurs acquisition of Palmarejo Silver and Gold Corporation. The due diligence period
specified in the merger implementation agreement was amended from 44 days to 58 days after the date
of the merger implementation agreement, or June 30, 2007. In addition, the notice date specified
in Section 8.3 of the merger implementation agreement was extended to July 3, 2007 at 5:00 p.m.
Idaho time.
The foregoing description of the amendment to the merger implementation agreement does not
purport to be complete and is qualified in its entirety by reference to the full text of such
amendment filed as an exhibit hereto.
Additional Information
The proxy statement that Coeur plans to file with the United States Securities and Exchange
Commission (SEC) and Canadian securities regulators and mail to its shareholders will contain
information about Coeur, Bolnisi, Palmarejo, the Palmarejo Project, the proposed transaction and
related matters. Shareholders are urged to read the proxy statement carefully when it is available,
as it will contain important information that shareholders should consider before making a decision
about the transaction. In addition to receiving the proxy statement from Coeur by mail,
shareholders will also be able to obtain the proxy statement, as well as other filings containing
information about Coeur, without charge, from the SECs website (www.sec.gov) and the Canadian
securities regulators website (www.sedar.com) or, without charge, from Coeur. This report is
neither a solicitation of a proxy, an offer to purchase, nor a solicitation of an offer to sell
shares of Coeur. Coeur and its executive officers and directors may be deemed to be participants in
the solicitation of proxies from Coeurs shareholders with respect to the proposed transaction. The
Coeur shares to be issued in the Transaction have not been and will not be registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. Coeur intends to issue such
Coeur shares pursuant to the exemption from registration set forth in Section 3(a)(10) of the
Securities Act. Information regarding any interests that Coeurs executive officers and directors
may have in the transaction will be set forth in the proxy statement.
Copies of the merger implementation agreements and certain related documents have or will be
filed with the SEC and Canadian securities regulators and will be available at the SECs website at
www.sec.gov and at the Canadian securities regulators website at www.sedar.com.
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Forward-Looking Statements
This Current Report on Form 8-K contains various forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding the proposed acquisition
of Bolnisi and Palmarejo by Coeur and the risks and uncertainties related to the occurrence of
future events. These forward-looking statements are based on managements current expectations,
assumptions, estimates and projections about the current economic environment, the company and its
industry. Certain factors that could cause actual events not to occur as expressed in the
forward-looking statement include, but are not limited to, (i) the failure to obtain the necessary
approval by Coeurs, Bolnisis, or Palmarejos shareholders, antitrust clearance and certain other
governmental approvals in a timely manner or at all and (ii) the satisfaction of various other
closing conditions contained in the Merger Implementation Agreements. Other potential risks and
uncertainties are discussed in Coeurs reports and other documents filed with the SEC from time to
time. Coeur assumes no obligation to update the forward-looking information. Such forward-looking
statements are based upon many estimates and assumptions and are inherently subject to significant
economic and competitive uncertainties and contingencies, many of which are beyond the control of
Coeurs management. Inclusion of such forward-looking statements herein should not be regarded as a
representation by Coeur that the statements will prove to be correct.
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Item 9.01. |
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Financial Statements and Exhibits |
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Exhibit 2.1*
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Second Amending Agreement dated June 22, 2007
Relating to Merger Implementation Agreement dated
May 3, 2007 by and among Coeur dAlene Mines
Corporation, Coeur dAlene Mines Australia Pty Ltd,
Coeur Sub Two, Inc. and Bolnisi Gold NL, as amended
on June 8, 2007 |
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Exhibit 99.1*
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Press Release dated June 22, 2007 |
* Previously filed
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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.
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Coeur dAlene Mines Corporation
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Date: June 22, 2007 |
By: |
/s/ James A. Sabala
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Name: |
James A. Sabala |
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Title: |
Executive Vice President and
Chief Financial Officer |
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