Item 1.01.
Entry Into A Material Definitive Agreement.
On May 23, 2016 Mines Management, Inc., an Idaho corporation (the
Company
), Hecla Mining Company, a Delaware corporation (
Hecla
), and HL Idaho Corp., an Idaho corporation and a direct wholly-owned subsidiary of Hecla (
Merger Sub
), entered into an Agreement and Plan of Merger (the
Merger Agreement
) pursuant to which Merger Sub will merge with and into the Company (the
Merger
) with the Company continuing as the surviving corporation and a direct wholly-owned subsidiary of Hecla. On June 29, 2016, the Company, Hecla, and Merger Sub entered into Amendment No. 1 to Agreement and Plan of Merger (the
Merger Agreement Amendment
). The Merger Agreement Amendment clarifies the definition of shareholder approval set forth in the Merger Agreement, the courts from which injunctive relief may be sought, and that the Merger is intended to qualify as a tax-free reorganization as described in Section 368 of the United States Internal Revenue Code of 1986, as amended (the
Code
).
Other than as expressly modified pursuant the Merger Agreement Amendment, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the
SEC
) by the Company on May 27, 2016, remains in full force and effect as originally executed on May 23, 2016. The foregoing description of the Merger Agreement Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement Amendment, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
Additional Information
In connection with the proposed transaction between the Company, Hecla and Merger Sub, Hecla filed with the SEC a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus relating to the Companys meeting of stockholders to be held to approve the Merger. The Company will mail a definitive proxy statement/prospectus and related materials to its stockholders. The Companys stockholders and other interested persons are advised to read, when available, the proxy statement/prospectus in connection with the Companys solicitation of proxies for its special meeting of stockholders to be held to approve the Merger because the proxy statement/prospectus will contain important information about the Company and the proposed Merger. The proxy statement/prospectus will be mailed to the Companys stockholders as of a record date to be established for voting on the Merger. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC by Hecla and Mines Management, without charge, once available, at the SECs Internet site at www.sec.gov or by directing a request to Heclas Investor Relations Department at Hecla Mining Company, Investor Relations, 1-800-HECLA91 (1-800-432-5291), hmc-info@hecla-mining.com or Mines Managements Investor Relations, (509) 838-6050, info@minesmanagement.com.
Participants in the Solicitation
The Company, Hecla, and their respective directors and officers may be deemed participants in the solicitation of proxies from the Companys stockholders with respect to the Merger described in the proxy statement/prospectus. A list of the names of Heclas directors and officers and a description of their interests in Hecla is contained in Heclas annual report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC, and will also be contained in the registration statement on Form S-4 (and the proxy statement/prospectus for the proposed Merger) for the special meetings when available. A list of the names of the directors and officers of the Company and a description of their interests in the Company will be contained in the registration statement on Form S-4 (and will be included in the proxy statement/prospectus for the proposed Merger) and the other relevant documents filed with the SEC.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2016, the Company entered into amendments to the employment agreements with each of Messrs. Glenn Dobbs and Douglas Dobbs (the
Employment Agreement Amendments
). The Employment
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Agreement Amendments eliminate the gross-up benefits related to Section 280G of the Code that had existed in each such individuals employment agreement. This summary of the amendments is qualified in its entirety by reference to the amendments to the employment agreements filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
Item 8.01.
Other Events
.
In the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, the Company disclosed that as of March 31, 2016, 3,093.37 shares of the Companys Series B 6% Convertible Preferred Stock (the
Series B
) were outstanding. During the quarter ended June 30, 2016, all outstanding shares of the Series B were converted into 3,932,584 shares of the Companys common stock.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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2.1
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Amendment No. 1 to Agreement and Plan of Merger, dated June 29, 2016, between Mines Management, Inc., Hecla Mining Company, and HL Idaho Corp.
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10.1
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Second Amendment to Amended and Restated Employment Agreement, dated as of June 29, 2016, between Mines Management, Inc. and Glenn Dobbs.
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10.2
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Second Amendment to Amended and Restated Employment Agreement, dated as of June 29, 2016, between Mines Management, Inc. and Douglas Dobbs.
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